SC 13D 1 g64913sc13d.txt SHAW INDUSTRIES, INC. / BERSHIRE HATHAWAY INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. __)(1) Shaw Industries, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 820286 10 2 -------------------------------------------------------------------------------- (CUSIP Number) Marc D. Hamburg Berkshire Hathaway Inc. 1440 Kiewit Plaza, Omaha, Nebraska 68131 (402) 346-1400 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 2000 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) Page 1 of 11 Pages -------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 820286 10 2 13D Page 2 of 11 Pages ------------------------------------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (Entities Only) Berkshire Hathaway Inc. ------------------------------------------------------------------------------------------------------------- 2 Check the appropriate box if a member of a Group (a) [X] (b) [ ] ------------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 ------------------------------------------------------------------------------------------------------------- 4 Source of Funds OO ------------------------------------------------------------------------------------------------------------- 5 Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) [ ] ------------------------------------------------------------------------------------------------------------- 6 Citizenship or place of organization Delaware ------------------------------------------------------------------------------------------------------------- Number of Shares 7 Sole Voting Power 2,194,200 -------------------------------------------------------------------------- Beneficially Owned 8 Shared Voting Power** 35,201,590 -------------------------------------------------------------------------- By Each Reporting 9 Sole Dispositive Power 2,194,200 -------------------------------------------------------------------------- Person With 10 Shared Dispositive Power ------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person** 37,570,967 ------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11)** 30.3% ------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person CO -------------------------------------------------------------------------------------------------------------
** Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, the filing persons acquired beneficial ownership of such shares of Shaw Industries, Inc. common stock by virtue of agreements which are described in Items 3 and 4 of this report. 3 CUSIP No. 820286 10 2 13D Page 3 of 11 Pages ------------------------------------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (Entities Only) Warren E. Buffett ------------------------------------------------------------------------------------------------------------- 2 Check the appropriate box if a member of a Group (a) [X] (b) [ ] ------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------------------------------------- 4 Source of Funds AF ------------------------------------------------------------------------------------------------------------- 5 Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) [ ] ------------------------------------------------------------------------------------------------------------- 6 Citizenship or place of organization United States citizen ------------------------------------------------------------------------------------------------------------- Number of Shares 7 Sole Voting Power 2,194,200 -------------------------------------------------------------------------- Beneficially Owned 8 Shared Voting Power** 35,201,590 -------------------------------------------------------------------------- By Each Reporting 9 Sole Dispositive Power 2,194,200 -------------------------------------------------------------------------- Person With 10 Shared Dispositive Power ------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person** 35,570,967 ------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11)** 30.3% ------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person IN -------------------------------------------------------------------------------------------------------------
** Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, the filing persons acquired beneficial ownership of such shares of Shaw Industries, Inc. common stock by virtue of agreements which are described in Items 3 and 4 of this report. 4 CUSIP No. 820286 10 2 13D Page 4 of 11 Pages ------------------------------------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification Nos. of above persons (Entities Only) SII Acquisition, Inc. ------------------------------------------------------------------------------------------------------------- 2 Check the appropriate box if a member of a Group (a) [X] (b) [ ] ------------------------------------------------------------------------------------------------------------- SEC USE ONLY 3 ------------------------------------------------------------------------------------------------------------- 4 Source of Funds OO ------------------------------------------------------------------------------------------------------------- 5 Check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) [ ] ------------------------------------------------------------------------------------------------------------- 6 Citizenship or place of organization Georgia ------------------------------------------------------------------------------------------------------------- Number of Shares 7 Sole Voting Power -------------------------------------------------------------------------- Beneficially Owned 8 Shared Voting Power** 35,201,590 -------------------------------------------------------------------------- By Each Reporting 9 Sole Dispositive Power -------------------------------------------------------------------------- Person With 10 Shared Dispositive Power ------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person** 37,570,967 ------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11)** 30.3% ------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person CO -------------------------------------------------------------------------------------------------------------
** Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, the filing persons acquired beneficial ownership of such shares of Shaw Industries, Inc. common stock by virtue of agreements which are described in Items 3 and 4 of this report. 5 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares of common stock, no par value per share ("Common Stock"), of Shaw Industries, Inc., a Georgia corporation ("Shaw"). Shaw's principal executive offices are located at 616 East Walnut Avenue, Dalton, Georgia, 30722. ITEM 2. IDENTITY AND BACKGROUND (A)-(B) This statement is filed by: Berkshire Hathaway Inc. ("Berkshire") (a Delaware corporation), 1440 Kiewit Plaza, Omaha, Nebraska 68131; Warren E. Buffett (an individual and United States citizen), 1440 Kiewit Plaza, Omaha, Nebraska 68131; and SII Acquisition, Inc. ("SII") (a Georgia corporation), 1440 Kiewit Plaza, Omaha, Nebraska 68131. The executive officers of Berkshire are as follows: Chairman of the Board and Warren E. Buffett Chief Executive Officer Vice Chairman of the Board Charles T. Munger Vice President and Marc D. Hamburg Chief Financial Officer The directors of Berkshire are as follows: Warren E. Buffett, Chairman Charles T. Munger, Vice Chairman Howard G. Buffett Susan T. Buffett Malcolm G. Chace Ronald L. Olson Walter Scott, Jr. The business addresses of the executive officers and the directors of Berkshire and of Warren E. Buffett are as follows: Howard G. Buffett, 1004 East Illinois Street, Assumption, Illinois 62510 Susan T. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131 Warren E. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131 Page 5 of 11 6 Malcolm G. Chace, One Providence Washington Plaza, Providence, Rhode Island 02903 Marc D. Hamburg, 1440 Kiewit Plaza, Omaha, Nebraska 68131 Charles T. Munger, 355 South Grand Avenue, Los Angeles, California 90071 Ronald L. Olson, 355 South Grand Avenue, Los Angeles, California 90071 Walter Scott, Jr., 1000 Kiewit Plaza, Omaha, Nebraska 68131 The executive officers of SII are as follows: Chief Executive Officer Warren E. Buffett Vice President, Secretary Marc D. Hamburg Chief Financial Officer The sole director of SII is Marc D. Hamburg. The business addresses for Mr. Buffett and Mr. Hamburg are as set forth above. (C) Berkshire is a holding company owning subsidiaries engaged in a number of diverse business activities, the most important of which is the property and casualty insurance and reinsurance business. Other business activities conducted by Berkshire's subsidiaries include publication of a daily and Sunday newspaper in Buffalo, New York; training services to operators of aircraft and ships; providing fractional ownership programs for general aviation aircraft; manufacture and marketing of home cleaning systems and related accessories; manufacture and sale of boxed chocolates and other confectionery products; licensing and servicing of approximately 5,800 Dairy Queen stores, which feature hamburgers, hot dogs, various dairy desserts, and beverages; retailing of home furnishings; retailing of fine jewelry; manufacture, import, and distribution of footwear; and manufacture and production of face brick and concrete masonry products. The present principal occupation of Warren E. Buffett is Chairman of the Board and Chief Executive Officer of Berkshire. The present principal occupations of the executive officers and directors of Berkshire are as follows: Warren E. Buffett is Chairman of the Board and Chief Executive Officer of Berkshire. Charles T. Munger is Vice Chairman of the Board of Berkshire and Chairman of the Board and Chief Executive Officer of Wesco Financial Corporation (an 80.1% subsidiary of Berkshire). Susan T. Buffett is a private investor. Howard G. Buffett is Chairman of the Board of The GSI Group, a company primarily engaged in the manufacture of agricultural equipment. Page 6 of 11 7 Malcolm G. Chace is Chairman of the Board of BankRI, a community bank located in Rhode Island. Marc D. Hamburg is Vice President and Chief Financial Officer of Berkshire. Ronald L. Olson is a partner of the law firm of Munger, Tolles & Olson LLP. Walter Scott, Jr., is Chairman of the Board and Chief Executive Officer of Level 3 Communications, Inc., a successor to certain businesses of Peter Kiewit Sons', Inc. and which is engaged in telecommunications and computer outsourcing. SII was formed by Berkshire solely for the purpose of engaging in the merger with Shaw and the related transactions described in Item 4 of this Schedule 13D. The present principal occupations of Mr. Buffett, the Chief Executive Officer of SII, and of Mr. Hamburg, the Vice President, Secretary and Chief Financial Officer of SII, are as set forth above. (D) None of the persons filing this Schedule 13D, nor, to their best knowledge, any of the other executive officers or directors of Berkshire or SII, have been convicted, during the last five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) None of the persons filing this Schedule 13D, nor, to their best knowledge, any of the other executive officers or directors of Berkshire or SII, have, during the last five years, been party to a civil proceeding resulting in a judgment, decree, or final order relating to any violation of federal or state securities laws. (F) Every natural person identified in Item 2 of this Schedule 13D is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As further described in Item 4 (the answer to which is incorporated herein by reference), on October 19, 2000, Berkshire and SII entered into an agreement to propose to acquire Shaw through a merger of SII with and into Shaw (the "Merger"), and, in connection therewith, entered into a related contribution agreement with certain members of Shaw's board of directors and management, as well as certain other shareholders of Shaw. Berkshire and SII also entered into a voting agreement with certain shareholders of Shaw. By virtue of the contribution agreement and voting agreement and without the use of any funds, Berkshire and SII acquired beneficial ownership, as provided in Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 37,570,967 shares of Shaw owned by Shaw shareholders who are party to the contribution agreement and/or the voting agreement (based on numbers provided by them). Berkshire and SII do not have an economic interest in such shares. Berkshire also owns 2,194,200 shares of Shaw, which it purchased prior to entering into these agreements. ITEM 4. PURPOSE OF TRANSACTION (A)-(B) On October 19, 2000, Berkshire and SII entered into an Agreement and Plan of Merger (the "Merger Agreement") with Shaw. The Merger Agreement provides that, subject to the terms and Page 7 of 11 8 conditions thereof (including, without limitation, approval by the shareholders of Shaw and certain regulatory approvals), SII will merge with and into Shaw (the "Merger"), with Shaw continuing as the surviving corporation (the "Surviving Corporation"). Upon consummation of the Merger, all of the outstanding shares of Common Stock (other than shares held by Shaw, SII, or any of their respective subsidiaries, and shares which have perfected appraisal rights), will be converted into the right to receive $19.00 per share in cash (the "Merger Consideration"). The Merger will be subject to Section 13(e) of the Exchange Act. In connection with the Merger Agreement, on October 19, 2000, Berkshire and SII entered into a contribution and participation agreement (the "Contribution Agreement") with Robert E. Shaw (a director of Shaw and its Chairman and Chief Executive Officer) certain of Mr. Shaw's family members and related family interests, certain family interests of, Julian D. Saul (a director of Shaw and its President), W. Norris Little (through a family limited partnership) and William C. Lusk (each a director of Shaw) and eight other members of Shaw's management (collectively, the "Continuing Shareholders"). The Contribution Agreement provides that, subject to the terms and conditions thereof, Berkshire will contribute 2,194,200 shares of Common Stock and cash in the amount of $2,016,686,315 to SII in exchange for 108,335,585 shares of SII common stock and the Continuing Shareholders will contribute an aggregate of 15,802,638 shares of Common Stock to SII in exchange for an equal amount of shares of SII common stock. In the Merger, the shares of SII common stock will be converted into shares of common stock of the Surviving Corporation. In connection with the Merger Agreement, Berkshire and SII also entered into a voting agreement (the "Voting Agreement") with Robert E. Shaw, the Julian D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC, the Linda Saul Schejola Family Trust, Julius Shaw, Jr., R. Julian McCamy, and Eleanor Shaw McCamy. Pursuant to the Voting Agreement, each of these shareholders is required to vote the shares of Common Stock owned by such shareholder in favor of the Merger and against any third party proposal, and each of them has granted Berkshire an irrevocable proxy to vote all shares of Common Stock owned by such shareholder at the special meeting called to consider and vote upon the Merger and at any other meeting of Shaw shareholders at which the Merger is considered. In addition, pursuant to the terms of the Voting Agreement, such shareholders are restricted from transferring or otherwise disposing of their shares of Common Stock. A total of 35,201,590 shares of Common Stock are subject to the Voting Agreement. (C) Not applicable. (D) The Agreement provides that the directors of SII at the time of the Merger will be the directors of the Surviving Corporation and that the officers of Shaw at the time of the Merger will be the officers of the Surviving Corporation. (E) In connection with the Merger, each share of Common Stock (other than shares held by Shaw, SII, or any of their respective subsidiaries, and shares which have perfected appraisal rights) will be converted into the right to receive the Merger Consideration. Following the Merger, it is expected that Berkshire will own approximately 87.3% and that the Continuing Shareholders will own in the aggregate approximately 12.7% of the outstanding capital stock of the Surviving Corporation. (F) Not applicable. (G) In connection with the Merger, the articles of incorporation of Shaw at the time of the Merger will be the articles of incorporation of the Surviving Corporation but will be amended, immediately after filing the certificate of merger, to conform to the articles of incorporation of SII. The bylaws of SII at the time of the Merger will become the bylaws of the Surviving Corporation. Page 8 of 11 9 (H)-(I) In connection with the Merger, the Common Stock will be delisted from the New York Stock Exchange and the Pacific Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. (J) Not applicable. The descriptions in this Item 4 of the Merger Agreement, the Contribution Agreement, and the Voting Agreement are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 1 through 3 and incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF SHAW (A)-(B) Warren E. Buffett, Chairman of the Board and Chief Executive Officer of Berkshire, may be deemed to control Berkshire. SII, Berkshire and Mr. Buffett thus may be considered to have beneficial ownership of the 15,802,638 shares of Common Stock to be contributed to SII by the Continuing Shareholders by virtue of the Contribution Agreement (13,433,261 of which are also subject to the Voting Agreement) and the additional 21,768,329 shares of Common Stock which are subject only to the Voting Agreement (both such agreements are described in Items 3 and 4, the answers to which are incorporated herein by reference). As of the date hereof, 15,802,638 shares of Common Stock represent approximately 12.7% of the outstanding shares of Common Stock, and 21,768,329 shares of Common Stock represent 17.6% of the outstanding shares of Common Stock, for an aggregate beneficial ownership of 30.3% of the outstanding shares of Common Stock, based on the 123,983,208 shares of Common Stock outstanding as of September 30, 1999. Berkshire also owns 2,194,200 shares of Common Stock that it acquired prior to entering into the agreements described herein. As of the date hereof, 2,194,200 shares of Common Stock represent approximately 1.8% of the outstanding shares of Common stock. Berkshire has both sole voting and sole investment power with respect to such shares. The Continuing Shareholders have sole dispositive power with respect to all shares subject to the Contribution Agreement and sole voting power with respect to all such shares other than the 13,433,261 shares subject thereto which are also subject to the Voting Agreement. The shareholders who are parties to the Voting Agreement have sole dispositive power over all shares of Common Stock subject thereto. (C) None. (D) Not applicable. (E) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF SHAW As described in Item 4 (the answer to which is incorporated herein by reference), Berkshire and the other members of the investor group entered into the Voting Agreement. In connection with the irrevocable proxy given to Berkshire under the Voting Agreement, Berkshire and Shaw also entered into an investor voting agreement (the "Investor Voting Agreement"). Subject to the terms and conditions thereof, Berkshire will vote the portion of the Shaw shares which are subject to the Voting Agreement and are also being contributed to SII by members of the investor group (approximately 10.8% of the outstanding shares) in the same proportion as all of the other shares voting on the Merger and the Merger Agreement vote on such matters. The foregoing discussion of the Investor Voting Agreement is qualified in its entirety by reference to the Investor Voting Agreement filed as Exhibit 4 and incorporated by reference herein. Page 9 of 11 10 In addition to the provisions of the Contribution Agreement as described in Item 4, the Contribution Agreement provides that the Continuing Shareholders have certain rights to require Berkshire to purchase, and that Berkshire has certain rights to require the Continuing Shareholders to sell to it, their shares of common stock of the Surviving Corporation for a formula based price. The Contribution Agreement also restricts the ability of the Continuing Shareholders to transfer their shares of Common Stock pending the Merger and the shares of common stock of the Surviving Corporation held by them following the Merger. Other than these agreements and those others described in Items 3 and 4 (the answers to which are incorporated herein by reference), to the best knowledge of the filing persons, there are no other contracts, agreements, understandings or relationships (legal or otherwise) among the persons or entities listed in Item 2 and between such persons or entities and any person or entity with respect to any securities of Shaw, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Agreement and Plan of Merger, dated as of October 19, 2000, by and among Berkshire, SII and Shaw (incorporated by reference to Exhibit 99.1 to Berkshire's Current Report on Form 8-K filed with the Commission on October 24, 2000). 2. Contribution and Participation Agreement, dated as of October 19, 2000, by and among Berkshire, SII, and the continuing Shareholders (incorporated by reference to Exhibit 99.2 to Berkshire's Current Report on Form 8-K filed with the Commission on October 24, 2000). 3. Amended and Restated Voting Agreement, dated as of October 30, 2000, by and among Berkshire, SII, Robert E. Shaw, the Julian D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC, the Linda Saul Schejola Family Trust, Julius Shaw, Jr., R. Julian McCamy, and Eleanor Shaw McCamy. 4. Investor Voting Agreement, dated as of October 19, 2000, between Berkshire and Shaw (incorporated by reference to Exhibit 99.4 to Berkshire's Current Report on Form 8-K filed with the Commission on October 24, 2000). 5. Joint Filing Agreement. Page 10 of 11 11 SIGNATURES After reasonable inquiry and to the best knowledge and belief of each, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Dated this 30th day of October, 2000. BERKSHIRE HATHAWAY INC. WARREN E. BUFFETT By: /s/ Warren E. Buffett /s/ Warren E. Buffett -------------------------------- ---------------------------------- Warren E. Buffett Chairman of the Board SII ACQUISITION, INC. By: /s/ Warren E. Buffett -------------------------------- Warren E. Buffett Chief Executive Officer Page 11 of 11