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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
SHAW INDUSTRIES, INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK
SERIES A PARTICIPATING PREFERRED STOCK RIGHTS
(Title of Class of Securities)
8202-86-102
(CUSIP Number of Class of Securities)
Bennie M. Laughter, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue
P.O. Drawer 2128
Dalton, Georgia 30720
Telephone (706) 278-3812
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing person)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street NE
Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 2 to the Tender Offer Statement on Schedule
TO relates to the tender offer by Shaw Industries, Inc., a Georgia corporation,
to purchase 12,000,000 shares, or such lesser number of shares as are properly
tendered, of its common stock, including the associated rights to purchase
Series A Participating Preferred Stock issued pursuant to the Amended and
Restated Rights Agreement dated April 10, 1999, between Shaw Industries, Inc.
and EquiServe Trust Company, N.A., as amended, at prices not in excess
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of $13.50 nor less than $11.50 per share, net to the seller in cash, without
interest, as specified by shareholders tendering their shares upon the terms and
subject to the conditions set forth in the offer to purchase, dated March 13,
2000, and in the related letter of transmittal, which, as amended and
supplemented from time to time, together constitute the tender offer. Unless the
context otherwise requires, all references to shares shall include the
associated preference stock purchase rights.
The Letter to Participants for use by the Trustee of the Retirement
Savings Plan, which was previously filed with Amendment No. 1 to the Schedule TO
as Exhibit (a)(1)(G), has been amended, and a copy of the amended Letter is
attached hereto as Exhibit (a)(1)(G).
ITEM 12. EXHIBITS.
(a)(1)(G) Revised Letter to Participants for use by the Trustee of the
Retirement Savings Plan
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SHAW INDUSTRIES, INC.
By: /s/ B.M. Laughter
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Name: B.M. Laughter
Title: Vice President
Dated: March 15, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(G) Revised Letter to Participants for use by the Trustee of the
Retirement Savings Plan