BATON ROUGE, La., Jul 13, 2001 (BUSINESS WIRE) -- The Shaw Group Inc.
(NYSE:SGR) ("Shaw" or "the Company") Board of Directors today declared a
dividend distribution of one Preferred Share Purchase Right on each outstanding
share of the Company's common stock.
J.M. Bernhard, Jr., Shaw's Chairman, President and Chief Executive Officer,
stated, "The Rights are designed to assure that all of the Company's
shareholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against abusive tactics to gain control of
the Company without paying all shareholders a premium for that control. The
Rights are not being adopted in response to any specific takeover threat."
The Rights are intended to enable all Company shareholders to realize the
long-term value of their investment in the Company. The Rights will not prevent
a takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
The Rights will be exercisable only if a person or group acquires 15% or more of
the Company's common stock or commences a tender offer, the consummation of
which would result in ownership by a person or group of 15% or more of the
common stock. Each Right will entitle shareholders to buy one one-hundredth of a
share of a new series of junior participating preferred stock at an exercise
price of $170.00 per share.
If a person or group acquires 15% or more of the Company's outstanding common
stock, each Right will entitle its holder (other than such person or members of
such group) to purchase, at the Right's then-current exercise price, a number of
the Company's common shares having a market value of twice such price. In
addition, if the Company is acquired in a merger or other business combination
transaction after a person has acquired 15% or more of the Company's outstanding
common stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price. The acquiring person will not be
entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 15% or
more of the Company's common stock, the Rights are redeemable for one cent per
Right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 15% thresholds referred
to above to not less than 10%.
The dividend distribution will be made on July 31, 2001, payable to shareholders
of record on that date, and is not taxable to shareholders. The Rights will
expire on July 9, 2011.
The Shaw Group Inc. is the world's only vertically integrated provider of
complete piping systems and comprehensive engineering, procurement and
construction services to the power generation industry. Shaw is the largest
supplier of fabricated piping systems in the United States and a leading
supplier worldwide, having installed piping systems in power plants with an
aggregate generation capacity in excess of 200,000 megawatts. While the majority
of Shaw's backlog is attributable to the power generation industry, the Company
also does work in the process industries, including petrochemical, chemical and
refining, and the environmental and infrastructure sector. The Company currently
has offices and operations in North America, South America, Europe, the Middle
East and Asia-Pacific; and has more than 13,000 employees. For more information
on Shaw, please visit our website at www.shawgrp.com.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The statements contained in this press
release that are not historical facts (including without limitation statements
to the effect that The Shaw Group Inc. (the "Company" or "Shaw") or its
management "believes," "expects," "anticipates," "plans," or other similar
expressions) 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 the control of the Company) and assumptions and are subject to
change based upon various factors, including but not limited to the following
risks and uncertainties: changes in the demand for and market acceptance of the
Company's products and services; changes in general economic conditions, and,
specifically, changes in the rate of economic growth in the United States and
other major international economies; the presence of competitors with greater
financial resources and the impact of competitive products, services and
pricing; the cyclical nature of the individual markets in which the Company's
customers operate; changes in investment by the energy, power and environmental
industries; the availability of qualified engineers and other professional staff
needed to execute contracts; the uncertain timing of awards and contracts; cost
overruns on fixed, maximum or unit priced contracts; changes in trade, monetary
and fiscal policies worldwide; currency fluctuations; the effect of the
Company's policies, including but not limited to the amount and rate of growth
of Company expenses; the continued availability to the Company of adequate
funding sources; delays or difficulties in the production, delivery or
installation of products and the provision of services; the ability of the
Company to successfully integrate the operations of Stone & Webster,
Incorporated; the protection and validity of patents and other intellectual
property; and various legal, regulatory and litigation risks. Should one or more
of these risks or uncertainties materialize, or should any of the Company's
assumptions prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements. 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. For a more detailed
discussion of some of the foregoing risks and uncertainties, see the Company's
filings with the Securities and Exchange Commission.
CONTACT: The Shaw Group Inc., Baton Rouge
Christine R. Noel, 225/932-2500