SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
|_|TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File
Number 1-6853
Shaw Industries, Inc.
(Exact name of registrant as specified in its charter)
Georgia 58-1032521
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
616 East Walnut Avenue,
Dalton, Georgia 30720
Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 706/278-3812
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock, No Par Value The New York Stock Exchange
$1.11 Stated Value The Pacific Stock Exchange
Rights to Purchase Series A
Participating Preferred Stock The New York Stock Exchange
$.50 Stated Value The Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filled by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports and (2) has been subject to such filing
requirements for the past 90 days. Yes x No_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing sales price on The New York
Stock Exchange on March 17, 1995 was: $1,546,095,033
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at March 17, 1995
Common Stock, No Par Value 137,017,402 Shares
DOCUMENTS INCORPORATED BY REFERENCE
1994 Annual Report to Shareholders --- Part II.
Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders on April
27, 1995 --- Part III.
PART I
Item I. Business
Shaw Industries, Inc. ("Shaw" or the "Company") is the world's largest
carpet manufacturer based on both revenue and volume of production. Shaw designs
and manufactures approximately 2,500 styles of tufted and woven carpet for
residential and commercial use under the PHILADELPHIA, TRUSTMARK, CABIN CRAFTS,
SHAW COMMERCIAL CARPETS, STRATTON, NETWORX, SHAWMARK, EVANS BLACK, SALEM,
SUTTON, KOSSET, CROSSLEY, ABINGDON, REDBOOK, MINSTER, INVICTA and TERZA trade
names and under certain private labels. The Company's manufacturing operations
are fully integrated from the processing of yarns through the finishing of
carpet. The Company's carpet is sold in a broad range of prices, patterns,
colors and textures with the majority of its sales in the medium to high retail
price range. Shaw sells its products to retailers, distributors and commercial
users throughout the United States, Canada, Mexico, Australia and the United
Kingdom and, to a lesser degree, exports to additional overseas markets.
On May 31, 1994, the Company entered into an agreement to form a joint
venture with Grupo Industrial Alfa, S.A. de C.V. of Monterrey, Mexico
("Alfa"), for the manufacture, distribution and marketing of carpets, rugs and
related products in Mexico and South America. The Company acquired a
fifty-one percent interest in Terza, S.A. de C.V., and accordingly, the
subsidiary is included in consolidation at December 31, 1994 and the
results of operations of Terza are included in the Company's consolidated
financial statements since May 31, 1994.
On January 9, 1995, the Company announced that it had acquired through
its wholly owned subsidiary, Carpets International (U.K.) Plc,
substantially all of the operating assets of the Carpet Division of Coats
Viyella Plc for approximately $29.4 million.
On March 1, 1995, the Company announced that a joint venture earlier formed
with Versax, S.A. de C.V., a subsidiary and successor in-interest to Alfa,
had acquired some of the carpet manufacturing assets of Tapetes Luxor, S.A.
de C.V. and Corporacion Santa Rosa, S.A. de C.V.
The Company, based upon its international acquisitions, is now
positioned to supply the Australian, Pacific Rim and European markets with high
quality products. For 1994 and 1993, international operations accounted for 10.4
percent and 3.9 percent of the Company's net sales, respectively. As a result of
its foreign expansion, the Company has limited exposure to fluctuations in
foreign currency exchange rates on its intercompany payables and on certain
1
other U.S. dollar denominated net liabilities of its foreign subsidiaries. The
Company may employ foreign exchange contracts when, in the normal course of
business, they are determined to effectively manage and reduce such exposure.
Geographical information about the Company's sales, operating profit and
identifiable assets is incorporated by reference to page 18 of Exhibit 13 to
this report. The results of the acquired operations in fiscal 1994 did not have
a material effect on the Company's net income.
Products and Marketing
Substantially all carpet manufactured by the Company is tufted carpet
made from nylon and polypropylene yarn. In the tufting process, yarn is inserted
by multiple needles into a synthetic backing, forming loops which may be cut or
left uncut, depending on the desired texture or construction. According to
industry estimates, tufted carpet accounted for over 91% of unit volume
shipments of carpet manufactured in the United States during 1994. Substantially
all carpet manufactured in the United States is made from synthetic fibers, with
nylon accounting for 65.2% of the total, polypropylene 24.9%, polyester 9.4% and
wool 0.5%. During 1994, the Company processed approximately 95% of its
requirements for carpet yarn in its own yarn processing facilities.
The Company believes that its significant investment in modern,
state-of-the-art equipment has been an important factor in achieving and
maintaining its leadership position in the marketplace. During the past five
fiscal years, the Company has invested approximately $718 million in property
additions (including acquisitions). The Company continually seeks
opportunities for increasing its sales volume and market share. For example, the
Company continues to expand its product lines of carpet manufactured from
polypropylene fiber, including fibers produced by the Company's own extrusion
equipment. The Company also has a manufacturing facility for the production of
carpet tiles for the commercial market.
The overall level of sales in the carpet industry is influenced by a
number of factors, including consumer confidence and spending for durable goods,
interest rates, turnover in housing, the condition of the residential
construction industry and the overall strength of the economy.
The marketing of carpet is influenced significantly by current trends in
style and fashion, principally color trends. The Company believes it has been a
leader in the development of color technology in the carpet industry and that
its dyeing facilities are among the most modern and versatile in the industry.
The Company maintains an in-house product development department to identify
developing color and style trends which are expected to affect its customers'
buying decisions. In 1994, this department was further strengthened by the
completion of the Shaw Industries Research and Development Center. This
2
state-of-the-art complex includes a 75,000 square foot pilot plant featuring
sample extrusion, yarn processing, tufting, dyeing, coating and shearing
equipment, and three fiber and dye development laboratories.
Sales and Distribution
The Company's products are marketed domestically by approximately 950
salaried sales personnel in its various marketing divisions directly to
retailers and distributors and to large national accounts through the Company's
National Accounts Division. The Company's ten (10) regional warehouse facilities
and seven (7) redistribution centers, along with its centralized management
information system, enable it to provide prompt delivery of its products to both
its retail customers and wholesale distributors. The Company's substantial
investment in management information systems permits efficient production
scheduling and control of inventory levels.
The Company sells to approximately 42,000 retailers, distributors and
national accounts located throughout the United States and Canada. Retailers and
national accounts, on a combined basis, accounted for approximately 86% of the
Company's carpet sales for 1994. Shaw also sells to approximately 100 wholesale
distributors. Approximately 4% of the Company's carpet sales in 1994 were to
distributors. Sales of Shaw products in foreign markets, including the sales of
foreign subsidiaries, accounted for approximately 10% of total sales in 1994. No
single customer accounted for more than 2% of the Company's sales during 1994.
Competition
The carpet industry is highly competitive with more than 200 companies
engaged in the manufacture and sale of carpet in the United States. Carpet
manufacturers also face competition from the hard surface floorcovering
industry. The principal methods of competition within the carpet industry are
quality, style, price and service. The Company believes its strategically
located regional warehouse facilities and redistribution centers provide a
competitive advantage by enabling it to supply carpet on a timely basis to
customers. The Company's long-standing practice in investing in modern,
state-of-the-art equipment contributes significantly to its ability to compete
effectively on the basis of quality, style and price.
Raw Materials
The principal raw materials used by the Company are nylon fiber and
filament, and synthetic backing; additional raw materials include polyester,
polypropylene and wool fibers and filaments, jute, latex and dye.
During 1994, the Company experienced no significant shortages of raw materials.
3
Employees
At December 31, 1994, the Company had approximately 24,600 full-time
employees. In the opinion of management, employee relations are good. Employees
are involved in the Quality Improvement Process which began in 1985. This
program was designed to improve the Company's products and services through
education and training. None of the Company's employees in the United States are
represented by unions. Employees of foreign subsidiaries are represented by
unions.
Environmental Matters
Management believes the Company is currently in compliance in all
material respects with applicable federal, state and local statutes and
ordinances regulating the discharge of materials into the environment and
otherwise relating to the protection of the environment. Management does not
believe the Company will be required to expend any material amounts in order to
remain in compliance with these laws and regulations or that compliance will
materially affect its capital expenditures, earnings or competitive position.
During 1994, the Company continued its commitment to the environment.
The Company's Research and Design Center was opened successfully in 1994 and was
the first commercial application of concrete produced using carpet by-products.
In this recycling process, a portion of the conventional concrete substrate is
replaced with shredded carpet remnants. Laboratory tests indicate that this
product is equal to, and in some ways superior to, conventional concrete.
Because of its commitment to finding new ways of using mill waste, the
Company is aggressively pursuing a situation where all its waste products
can be used in an environmentally friendly way. Future possibilities for use of
the fiber reinforced concrete include road and bridge construction, military
applications, building foundations, tile, brick and concrete blocks.
Patents, Trademarks, etc.
Patent protection has not been significant to the Company's business,
although the Company does hold several patents covering machinery used in a
specific carpet coloring process and has several patent applications pending.
4
Item 2. Properties
Shaw's executive offices are located in Dalton, Georgia. The principal
facilities operated by Shaw and described below are owned except as otherwise
noted:
Approximate Principal Products
Location Sq. Ft. or Functions
Dalton, Georgia 46,700 Executive headquarters
Dalton, Georgia 145,000 Administrative offices
Dalton, Georgia 114,600 Administrative offices
Dalton, Georgia 229,500 Administrative offices
and distribution
Dalton, Georgia 309,800 Administrative offices
and distribution
Dalton, Georgia 291,000 Administrative offices
and distribution
Dalton, Georgia 235,500 Administrative offices
and distribution
Dalton, Georgia 372,700 Administrative offices
and distribution
Cartersville, Georgia 138,900 Administrative offices
and warehousing
Dalton, Georgia 601,000 Distribution
Dalton, Georgia 400,000 Distribution
Dalton, Georgia 303,200 Distribution
Dalton, Georgia 371,600 Distribution
Ringgold, Georgia 649,100 Distribution
Ringgold, Georgia 224,200 Distribution
Andalusia, Alabama 1,119,000 Yarn extrusion
Thomson, Georgia 258,300 Yarn extrusion
Valley Head, Alabama(1) 160,000 Yarn processing
Bainbridge, Georgia 450,000 Yarn processing
Blue Ridge, Georgia(2) 75,100 Yarn processing
Calhoun, Georgia 262,100 Yarn processing
Chatsworth, Georgia(2) 36,800 Yarn processing
Chatsworth, Georgia 117,200 Yarn processing
Lafayette, Georgia 131,900 Yarn processing
Milledgeville, Georgia 78,600 Yarn processing
Rome, Georgia 40,600 Yarn processing
Decatur, Tennessee(1) 151,000 Yarn processing
Eton, Georgia 423,000 Yarn processing and
tufting
Stevenson, Alabama 441,000 Yarn spinning
Chatsworth, Georgia 188,300 Yarn spinning
Dallas, Georgia 138,500 Yarn spinning
Dalton, Georgia 241,600 Yarn spinning
Ellijay, Georgia 157,100 Yarn spinning
Fitzgerald, Georgia 250,000 Yarn spinning
Newnan, Georgia 289,000 Yarn spinning
5
Approximate Principal Products
Location Sq. Ft. or Functions
Tifton, Georgia 142,500 Yarn spinning
Toccoa, Georgia 139,000 Yarn spinning
Trenton, Georgia 192,300 Yarn spinning
Trenton, SC 169,500 Yarn spinning
South Pittsburg, TN 187,900 Yarn spinning
Cartersville, Georgia 317,600 Tufting, dyeing &
coating
Cartersville, Georgia 171,800 Tufting, dyeing &
coating
Dalton, Georgia 650,240 Tufting, dyeing &
coating
Dalton, Georgia 461,000 Tufting, dyeing &
coating
Dalton, Georgia 326,000 Tufting, dyeing &
coating
Dalton, Georgia 354,900 Tufting, dyeing &
coating
Dalton, Georgia 579,600 Tufting, dyeing &
coating
Dalton, Georgia 376,200 Tufting & printing
Ringgold, Georgia 201,000 Tufting
Dalton, Georgia 150,000 Dyeing
Dalton, Georgia 267,000 Dyeing and coating
Dalton, Georgia 231,300 Printing, foaming &
warehousing
Cartersville, Georgia(2) 192,000 Carpet tile
manufacturing
Cartersville, Georgia 255,200 Contract carpet
manufacturing
Charlotte, N.C. 112,400 Backing manufacturing
Ringgold, Georgia(2) 248,000 Finishing and rug
manufacturing
Winchester, Tennessee 320,600 Carpet manufacturing
Chickamauga, Georgia(2) 219,500 Sample manufacturing
and warehousing
Dalton, Georgia 197,680 Sample manufacturing
and warehousing
Dalton, Georgia(2) 103,100 Sample manufacturing
and warehousing
Dalton, Georgia 147,200 Sample manufacturing and
warehousing
Dalton, Georgia (2) 154,800 Sample manufacturing and
warehousing
Dalton, Georgia (2) 45,200 Carpet store
Dalton, Georgia 55,000 Design Center
Dalton, Georgia 85,000 Research and Development
Center
6
Approximate Principal Products
Location Sq. Ft. or Functions
Bradford, England 746,000 Tufting, weaving, coating,
distribution and
administrative offices.
Gwent, Wales 265,000 Yarn extrusion, yarn
processing, tufting,
dyeing and coating
Victoria, Australia 1,425,000 Yarn extrusion, yarn
processing, tufting,
dyeing, coating,
distribution and
administrative offices
Monterrey, Mexico 288,000 Yarn processing,
tufting, dyeing,
coating, distribution
and adminstrative
offices.
(1) Leased from Industrial Development Boards.
(2) Leased property.
Shaw maintains leased warehouses and customer service facilities in or
near Dallas; Los Angeles (2); Seattle; San Francisco; Denver; Chicago;
Minneapolis; Boston; and, Cranbury, New Jersey. Each leased warehouse facility
includes a sales showroom. The Company also maintains redistribution centers in
Orlando, Florida; Columbus, Ohio; Mobile, Alabama; Kernersville, North Carolina;
Mechanicsburg, Pennsylvania; St. Louis, Missouri; and, Fredericksburg, Virginia.
Management of the Company believes all of its properties are generally well
maintained, suitable and adequate for its current and anticipated future
operations, and are substantially utilized.
7
Item 3. Legal Proceedings
From time to time the Company is subject to claims and suits arising in
the course of its business. In April 1993, the Company became a defendant in
certain litigation alleging personal injury resulting from personal exposure to
volatile organic compounds found in carpet produced by the Company. The
complaints seek injunctive relief and unspecified money damage on all claims.
The Company has denied any liability. The Company believes that it has
meritorious defenses and that the litigation will not have a material adverse
effect on the Company's financial condition or results of operations. In June
1994, the Company and several other carpet manufacturers received grand jury
subpoenas from the Antitrust Division of the United States Department of Justice
relating to an investigation of the industry. The Company believes that once
this investigation is completed it will not have a material adverse effect on
the Company's financial condition or results of operations.
At the end of fiscal year 1994, there were no other pending legal
proceedings to which the Company was a party or to which any of its property was
subject which, in the opinion of management, were likely to have a material
adverse effect on the Company's business, financial condition or results of
operations.
Item 4. Submission of Matters to Vote of Security Holders
Not applicable.
8
Item 4(A). Executive Officers of the Registrant
Officer
Name Age Since Position
---- --- ------- --------
J. C. Shaw 65 1967 Chairman of the Board
of Directors
Robert E. Shaw 63 1967 President and Chief
Executive Officer
and Director
William C. Lusk, Jr. 59 1971 Senior Vice President
and Treasurer and
Director
W. Norris Little 63 1978 Senior Vice President,
Operations and
Director
Vance D. Bell 43 1983 Vice President,
Marketing
Bennie M. Laughter 43 1986 Vice President,
Secretary and General
Counsel
Carl P. Rollins 51 1991 Vice President
Douglas H. Hoskins 60 1978 Controller
Messrs. J. C. Shaw and Robert E. Shaw are brothers. There are no other
family relationships among any of the executive officers of the Company.
Officers of the Company are elected annually by the Board of Directors.
All of the executive officers of the Company except for Mr. Rollins have
served as executive officers for the Company for more than the past five years.
Mr. Rollins joined the Company in June, 1991, as a Vice President. Prior to
June, 1991, Mr. Rollins had been engaged in the private practice of law with the
firm of McCamy, Phillips, Tuggle, Rollins & Fordham, in Dalton, Georgia.
9
PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder
Matters
The high and low sales prices for the Company's common stock as reported
by the New York Stock Exchange and the amount of dividends paid by quarter for
the last two fiscal years are set forth on page 1 of Exhibit 13.
Reference is made to Note 2 of Notes to Consolidated Financial Statements
on page 12 of Exhibit 13 for information concerning restrictions on the payment
of cash dividends.
At March 1, 1995, there were 4,449 holders of record of the Company's
common stock.
Item 6. Selected Financial Data
This information is set forth on pages 4 - 5 of the Exhibit 13 under the
caption "Ten-Year Financial Review."
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This information is set forth on pages 2 - 3 of Exhibit 13 to this
report.
Item 8. Financial Statements and Supplementary Data
This information is set forth on pages 6 - 20 of Exhibit 13.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
10
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning directors is incorporated by reference to
"Election of Class of Directors" on pages 3 - 6 of the Proxy Statement for the
1995 Annual Meeting of Shareholders. Reference is also made to Item 4(A) of Part
I of this report, "Executive Officers of the Registrant," which information is
incorporated herein.
Item 11. Executive Compensation
This information is incorporated by reference to "Executive Compensation"
on pages 7 - 14 of the Proxy Statement for the 1995 Annual Meeting of
Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference to "Voting Rights and
Principal Shareholders" and "Election of Directors" on pages 1 -2 and 3 - 6
respectively, of the Proxy Statement for the 1995 Annual Meeting of
Shareholders.
11
PART IV
Item 13.Certain Relationships and Related Transactions
This information is incorporated by reference to "Certain Relationships"
on page 5 of the Proxy Statement for the 1995 Annual Meeting of Shareholders.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
Exhibit 13, a copy of which is filed with this Form 10-K, contains
the balance sheets as of December 31, 1994, and January 1, 1994, the
related statements of income, shareholders' investment and cash flows for
each of the three years in the period ended December 31, 1994, and the
related report of Arthur Andersen LLP. These financial statements and the
report of Arthur Andersen LLP are incorporated herein by reference. The
financial statements, incorporated by reference, include the following:
- Balance Sheets -- December 31, 1994, and January 1,
1994.
- Statements of Income and Statements of Shareholders' Investment
for the years ended December 31, 1994, January 1, 1994, and December 26, 1992.
- Statements of Cash Flows for the years ended December 31, 1994, January
1, 1994, and December 26, 1992.
- Notes to Financial Statements -- December 31, 1994, January 1, 1994, and
December 26, 1992.
2. Financial Statement Schedule
- Report of Independent Public Accountants as to Schedule:
Schedule
Number
II Valuation and Qualifying Accounts for the Years Ended December
31, 1994, January 1, 1994 and December 26, 1992.
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
Shaw Industries, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the financial statements of Shaw Industries, Inc. included in the annual report
to shareholders incorporated by reference in this Form 10-K and have issued our
report thereon dated February 8, 1995. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. Schedule II is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 8, 1995
SCHEDULE II
SHAW INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, JANUARY 1, 1994 AND DECEMBER 26, 1992
Additions
Balance at Charged to
Beginning Costs and Balance at
of Year Expenses Deductions End of Year
YEAR ENDED DECEMBER 26, 1992:
Allowance for doubtful accounts and
discounts $ 8,289 $ 84,675 $ 78,143 $ 14,821
YEAR ENDED JANUARY 1, 1994:
Allowance for doubtful accounts and
discounts $ 14,821 $ 98,230 $ 100,000 $ 13,051
YEAR ENDED DECEMBER 31, 1994:
Allowance for doubtful accounts and
discounts $ 13,051 $ 112,978 $ 108,104 $ 17,925
Number Description
3. Exhibits incorporated by reference or filed with this report.
3(a) Amended and Restated Articles of Incorporation. [Incorporated herein
by reference to Exhibit 3(a) to Registrant's Registration Statement filed with
the commission on December 28, 1993 (File No. 33-51719).]
3(b) Bylaws. [Incorporated herein by reference to Exhibit 3(b) to
Registrant's Registration Statement filed with the commission on December 28,
1993 (File No. 33-51714).]
4(a) Specimen form of Common Stock Certificate. [Incorporated herein by
reference to Exhibit 2 to Registrant's Report on Form 8-A filed with the
Securities and Exchange Commission on May 12, 1989 (File No. 1-6853).]
4(b) Articles II, V and VI of the Restated Articles of
Incorporation, as amended, contained in Exhibit 3(a), and Articles Two and Seven
and Section 8.1 of the Bylaws of Registrant, contained in Exhibit 3(b), and
Statement of Designation, Preferences and Rights of Series A Participating
Preferred Stock, filed as Exhibit 3(c), are incorporated herein by reference.
4(c) Rights Agreement dated as of April 10, 1989, between
Registrant and Citizens and Southern Trust Company (Georgia), N.A., as Rights
Agent. [Incorporated herein by reference to Exhibit 1 to Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 5,
1989 (File No.
1-6853).]
10(a) Reserved
10(b)* Deferred Compensation Plan and form of Deferred
Compensation Agreement of Registrant as adopted in April, 1980. [Incorporated
herein by reference to the Registrant's July 2, 1994 Form 10-K filed with the
Securities and Exchange Commission].
10(c) Reserved
10(d) Reserved
10(e) Reserved
10(f) Reserved
10(g) Credit Agreement dated November 30, 1994, between Registrant and
Nationsbank of Georgia, National Association, regarding a $600,000,000 revolving
credit facility.
10(h)* 1987 Incentive Stock Option Plan of the Registrant. [Incorporated
herein by reference to Exhibit A to Registrant's 1987 Proxy Statement, dated
September 22, 1987 (File No. 1-6853).]
10(i) Reserved
10(j)* 1989 Discounted Stock Option Plan of the Registrant. [Incorporated
herein by reference to Exhibit A to Registrant's 1989 Proxy Statement, dated
September 21, 1989 (File No. 1-6853).]
10(k)* 1992 Incentive Stock Option Plan of the
Registrant. [Incorporated herein by reference to
Exhibit A to Registrant's 1992 Proxy
Statement, dated September 18, 1992 (File No.1-6853).]
11 Computation of Earnings per Share for the fiscal years ended
December 31, 1994, January 1, 1994 and December 26, 1992.
13 Items Incorporated by Reference from the 1994 Annual Report to
Shareholders.
21 List of Subsidiaries.
23 Consent of independent public accountants.
27 Financial Data Schedule.
*Compensatory plan or management contract required to be
filed as an exhibit to Item 14 (c) of Form 10-K.
(b) No reports on Form 8-K were filed during the last quarter of fiscal
1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SHAW INDUSTRIES, INC.
Date: March 30, 1995 By: /S/ROBERT E. SHAW
-- -----------------
Robert E. Shaw
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 30, 1995 /S/ ROBERT E. SHAW
-- ------------------
Robert E. Shaw
President, Chief
Executive Officer and
Director
Date: March 30, 1995 /S/ J. C. SHAW
-- --------------
J. C. Shaw
Chairman of the Board of
Directors
Date: March 30, 1995 /S/ WILLIAM C. LUSK, JR.
-- ------------------------
William C. Lusk, Jr.
Sr. VP, Treasurer and
Director (Principal
Financial and Accounting
Officer)
Date: March 30, 1995 /S/ W. NORRIS LITTLE
-- --------------------
W. Norris Little
Senior VP, Operations and
Director
Date: March 30, 1995 /S/ ROBERT R. HARLIN
-- --------------------
Robert R. Harlin
Director
Date: March 30, 1995 /S/ THOMAS G. COUSINS
-- ---------------------
Thomas G. Cousins
Director
Date: March 30, 1995 /S/ S. TUCKER GRIGG
-- -------------------
S.Tucker Grigg
Director
Date: March 30, 1995 /S/ CLIFFORD M. KIRTLAND, Jr.
-- -----------------------------
Clifford M. Kirtland, Jr.
Director
Date: March 30, 1995 /S/ J. HICKS LANIER
-- -------------------
J. Hicks Lanier
Director
Date: March 30, 1995 /S/ R. JULIAN McCAMY
-- --------------------
R. Julian McCamy
Director
Exhibit Page
Number Description Number
3 (a) Amended and Restated Articles of Incorporation,
[Incorporated herein by reference to Exhibit
3(a) to Registrant's Registration Statement
filed with the commission on December 28,
1993 (File No. 33-51719).]
3 (b) Bylaws. [Incorporated herein by reference to
Exhibit 3 (b) to Registrant's Registration Statement
(File No. 33-51719).]
4 (a) Specimen form of Common Stock Certificate.
[Incorporated herein by reference to Exhibit 2 to
Registrant's Report on Form 8-A filed with the
Securities nd Exchange Commission on May 12, 1989
(File No. 1-6853).]
4 (b) Articles II, V and VI of the Restated Articles
of Incorporation, as amended, contained in Exhibit
3(a), and Articles Two and Seven and Section 8.1 of
the Bylaws of Registrant, contained in Exhibit 3(b),
and Statement of Designation, Preferences and Rights
of Series A Participating Preferred Stock, filed as
Exhibit 3(c), are incorporated.
4 (c) Rights Agreement dated as of April 10, 1989
between Registrant and Citizens and Southern Trust
Company (Georgia), N.A., as Rights Agent.
[Incorporated herein by reference to Exhibit 1
to Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on
May 5, 1989 (File No. 1-6853.]
Exhibit Page
Number Description Number
10 (a) Reserved
10 (b)* Deferred Compensation Plan and form of Deferred
Compensation Agreement of Registrant as adopted
in April, 1980. [ Incorporated herein by reference th the
Registrant's July 2, 1994 Form 10 K filed with the Securities
and Exchange Commission ].
10(c) Reserved
10(d) Reserved
10(e) Reserved
10(f) Reserved
10(g) Credit Agreement dated November 30, 1994, between
Registrant and Nationsbank of Georgia, National
Association, regarding a $600,000,000 revolving
credit facility.
10(h)* 1987 Incentive Stock Option Plan of the Registrant.
[Incorporated herein by reference to Exhibit A
to Registrant's 1987 Proxy Statement, dated
September 22, 1987 (File No. 1-6853).]
10(i) Reserved
10(j)* 1989 Discounted Stock Option Plan of the Registrant.
[Incorporated herein by reference to Exhibit A to
Registrant's 1989 Proxy Statement, dated September 21,
1989 (File No. 1-6853).]
10(k)* 1992 Incentive Stock Option Plan of the Registrant.
[Incorporated herein by reference to Exhibit A to
Registrant's 1992 Proxy
Exhibit Page
Number Description Number
Statement, dated September 18, 1992
(File No. 1-6853).]
11 Computation of Earnings per share for the fiscal
years ended December 31, 1994, January 1, 1994 and
December 26, 1992.
13 Items Incorporated by Reference from the 1994
Annual Report to Shareholders.
21 List of Subsidiaries.
23 Consent of independent public accountants.
27 Financial Data Schedule.
*Compensatory plan or management contract required to be
filed as an exhibit to Item 14(c) of Form 10-K.
(b) No reports on Form 8-K were filed during the
last quarter of fiscal 1994.