BATON ROUGE, La.--(BUSINESS WIRE)--March 31, 2003--The Shaw Group
Inc. (NYSE: SGR) ("Shaw" or "the Company") today announced that it has
completed its tender offer (the "Offer"), announced on February 26,
2003, for $384.6 million aggregate principal amount at maturity of its
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon -- Senior) (the
The Offer expired at 4:15 p.m. Eastern time, on Wednesday, March
Pursuant to Shaw's Offer, $689,003,000 aggregate principal amount
at maturity of LYONs were validly tendered and not withdrawn prior to
the expiration of the Offer. Shaw only accepted for payment the offer
amount stated in its offer to purchase, equal to $384.6 million
aggregate principal amount at maturity of LYONs. In order to limit
it's purchase of LYONs to the stated offer amount in accordance with
the modified Dutch auction procedure described in Shaw's offer to
purchase, Shaw accepted for payment such LYONs that were validly
tendered at or below $645 per $1,000 principal amount at maturity on a
pro rata basis from among such tendered LYONs, with the purchase price
for all such LYONs accepted for payment equal to $645 per $1,000
principal amount at maturity. As a total of $554,432,000 aggregate
principal amount at maturity of LYONs were validly tendered at or
below $645 per $1,000 principal amount at maturity, for each holder of
LYONs who validly tendered LYONs at or below $645 per $1,000 principal
amount at maturity, Shaw purchased approximately 69% of such holder's
LYONs validly tendered at or below such price. Shaw paid the
Depositary the aggregate purchase price of $248,066,355 for the LYONs.
Credit Suisse First Boston LLC acted as dealer manager, and D.F.
King & Co., Inc. acted as the information agent in connection with the
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities, with respect to any LYONs.
For more information, please contact Shaw's Vice President of
Corporate Communications at 225-932-2500.
The statements contained herein that are not historical facts
(including without limitation statements to the effect that the
Company or its management "believes," "expects," "anticipates,"
"plans," or other similar expressions) and statements related to
revenues, earnings, backlog, or other financial information or results
are forward-looking statements based on the Company's current
expectations and beliefs concerning future developments and their
potential effects on the Company. There can be no assurance that
future developments affecting the Company will be those anticipated by
the Company. These forward-looking statements involve significant
risks and uncertainties (some of which are beyond our control) and
assumptions and are subject to change based upon various factors.
Should one or more of such risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in the forward-looking
statements Except for its obligations under Rule 13e-4(c)(3) and Rule
13e-4(e)(3) of the Securities Exchange Act of 1934, as amended, to
disclose any material changes in the information previously disclosed
to holders of LYONs, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. A description of some
of the risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements can be found in
Section 14-"Certain Significant Considerations" of the Offer to
Purchase filed as an exhibit to the Company's Schedule TO filed with
the SEC on February 26, 2003 relating to its tender offer, the "Risk
Factors" described in Item 7- "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of Company's annual
report on Form 10-K for the fiscal year ended August 31, 2002 and on
the Company's web-site under the heading "Forward Looking Statement".
These documents are also available from the Securities and Exchange
Commission or from the Investor Relations department of Shaw. For more
information on the company and announcements it makes from time to
time on a regional basis visit our web site at www.shawgrp.com.
CONTACT: The Shaw Group Inc., Baton Rouge
Vice President of Corporate Communications, 225/932-2500
SOURCE: The Shaw Group, Inc.