FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 2, 1998 (August 9, 1998)
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SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 1-6853 58-1032521
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
616 E. Walnut Avenue, Dalton, Georgia 30720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 275-3812
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Not Applicable
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On August 9, 1998, the Registrant completed the disposition (the "Maxim
Disposition") of substantially all of its residential retail store assets to The
Maxim Group, Inc. ("Maxim"). These assets include approximately 275 retail
stores with annual revenues of approximately $575 million. The Maxim Disposition
was effected pursuant to the Agreement and Plan of Merger, dated June 23, 1998
(the "Merger Agreement"), among the Registrant, its wholly-owned subsidiary,
Shaw Carpet Showplace, Inc. (collectively, "Shaw"), Maxim and a wholly-owned
subsidiary of Maxim. As consideration for the Maxim Disposition, Shaw received
from Maxim 3,150,000 shares of Maxim common stock, a one-year promissory note
(the "Note") in the principal amount of approximately $18 million and $25
million in cash.
Pursuant to the Merger Agreement, the Registrant and Maxim entered into
a Shareholder's Agreement, dated August 9, 1998 (the "Shareholder's Agreement"),
pursuant to which, among other things, the Registrant has agreed until August 9,
1999 not to acquire in excess of 25% of the outstanding shares of common stock
of Maxim and Maxim has granted to the Registrant certain registration rights.
Copies of the Merger Agreement, the form of Note and the form of Shareholder's
Agreement were filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 99.1 to the Registrant's Current Report on Form 8-K
dated June 26, 1998 and are incorporated by reference herein.
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Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma condensed
consolidated financial statements give effect to the
disposition of substantially all of the Registrant's
residential retail assets to The Maxim Group, Inc.
The unaudited pro forma condensed consolidated
balance sheet presents the financial position of the
Registrant at July 4, 1998 giving effect to the disposition as
if it had occurred on such date. The unaudited pro forma
condensed consolidated statements of income for the six months
ended July 4, 1998 and for the year ended January 3, 1998
gives effect to the disposition as if it had occurred at the
beginning of each period, respectively.
The unaudited pro forma financial information is
presented for informational purposes only and it is not
necessarily indicative of the financial position and results
of operations that would have been achieved had the
disposition been completed as of the dates indicated and is
not necessarily indicative of the Registrant's future
financial position or results of operations.
The unaudited pro forma condensed consolidated
financial statements should be read in conjunction with the
historical consolidated financial statements of the Registrant
including the related notes thereto.
Pro Forma Financial Information
Shaw Industries, Inc.
Pro Forma Condensed Consolidated Balance Sheet
at July 4, 1998
(Unaudited)
================================================================================
(000's omitted)
Residential
Historical Retail (1) Pro Forma
--------------------------------------------
Cash .......................... $ 8,557 $ 21,677 $ 30,234
A/R ........................... 397,870 5,893 403,763
Inventories ................... 555,734 (45,801) 509,933
Prepaids ...................... 120,675 68,816 189,491
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Total current assets .......... 1,082,836 50,585 1,133,421
PP&E - net .................... 590,528 (17,090) 573,438
Other assets .................. 169,547 (29,693) 139,854
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$ 1,842,911 $ 3,802 $ 1,846,713
============================================
Notes payable ................. $ 8 $ 8
Current debt .................. 296 (30) 266
Accounts payable .............. 161,758 (11,673) 150,085
Accrued liabilities ........... 209,586 16,470 226,056
--------------------------------------------
Total current liabilities ..... 371,648 4,767 376,415
Long-term debt ................ 932,974 932,974
Other liabilities ............. 79,020 (965) 78,055
Equity ........................ 459,269 459,269
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$ 1,842,911 $ 3,802 $ 1,846,713
============================================
(1) To record the sale and elimination of Residential Retail assets and
liabilities included in the balance sheet of Shaw Industries, Inc. as of
July 4, 1998.
Pro Forma Financial Information
Shaw Industries, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the Six Months Ended July 4, 1998
(Unaudited)
(Dollars in thousands except per share amounts)
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Residential
Historical Retail (a) Pro Forma
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Net sales .................................... $ 1,738,134 $ 287,222 $ 1,450,912
Costs and expenses:
Cost of sales ......................... 1,279,081 178,251 1,100,830
Selling, general and administrative ... 336,407 127,431 208,976
Pre-opening expenses, retail operations 232 158 74
Charge to record loss on sale of
residential retail operations, store closing
costs and writedown of certain assets 141,526 141,526 0
Interest, net ......................... 30,808 1,730 29,078
Other (income) expense, net ........... 3,466 145 3,321
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(Loss) Income before income taxes ............ (53,386) (162,019) 108,633
(Benefit) Provision for income taxes ......... (7,408) (51,512) 44,104
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(Loss) Income before equity in income
of joint venture ...................... (45,978) (110,507) 64,529
Equity in income of joint venture ............ 262 0 262
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Net income (loss) ............................ ($ 45,716) ($ 110,507) $ 64,791
================================================
(Loss) Earnings per common share:
Basic ................................. ($ 0.37) ($ 0.89) $ 0.52
Diluted ............................... ($ 0.37) ($ 0.89) $ 0.52
Weighted average shares outstanding:
Basic ................................. 124,968,192 124,968,192
Diluted ............................... 124,968,192 124,968,192
(a) To eliminate the results of operations of Residential Retail for the six
months ended July 4, 1998 and to reflect the reduction in interest expense
resulting from the application of the $43,000,000 cash proceeds (including the
proceeds from the maturation of the promissory note) against the Registrant's
Revolving Credit Facility.
Pro Forma Financial Information
Shaw Industries, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the Year Ended January 3, 1998
(Unaudited)
(Dollars in thousands except per share amounts)
================================================================================
Residential
Historical Retail (a) Pro Forma
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Net sales .................................... $ 3,575,774 $ 643,012 $ 2,932,762
Costs and expenses:
Cost of sales ......................... 2,680,472 398,100 2,282,372
Selling, general and administrative ... 722,590 302,845 419,745
Pre-opening expenses, retail operations 3,953 3,516 437
Charge to record store closing costs .. 36,787 36,787 0
Write-down of U.K. assets ............. 47,952 0 47,952
Interest, net ......................... 60,769 2,957 57,812
Other (income) expense, net ........... (7,032) 190 (7,222)
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(Loss) Income before income taxes ............ 30,283 (101,383) 131,666
(Benefit) Provision for income taxes ......... 5,586 (39,722) 45,308
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Income before equity in income
of joint venture ...................... 24,697 (61,661) 86,358
Equity in income of joint venture ............ 4,262 0 4,262
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Net income (loss) ............................ $ 28,959 ($ 61,661) $ 90,620
================================================
(Loss) Earnings per common share:
Basic ................................. $ 0.22 ($ 0.46) $ 0.68
Diluted ............................... $ 0.22 ($ 0.46) $ 0.68
Weighted average shares outstanding:
Basic ................................. 133,523,380 133,523,380
Diluted ............................... 133,714,496 133,714,496
(a) To eliminate the results of operations of Residential Retail for the year
ended January 3, 1998, to reflect the reduction in interest expense resulting
from the application of the $25,000,000 cash proceeds against the Registrant's
Revolving Credit Facility and to reflect the interest income on the $18,000,000
promissory note from Maxim.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated June 23,
1998, among The Maxim Group, Inc., CMAX
Acquisition, Inc., Shaw Industries, Inc.,
and Shaw Carpet Showplace, Inc., and forms
of Subordinated Promissory Note and
Shareholder's Agreement attached thereto as
Exhibits B and C, respectively.
[Incorporated herein by reference to Exhibit
99.1 to the Registrant's Current Report on
Form 8-K as filed with the Commission on
June 26, 1998 (File No. 1-6853).]
99.2 Amendment, dated August 9, 1998, to
Agreement and Plan of Merger, dated as of
June 23, 1998, among The Maxim Group, Inc.,
CMAX Acquisition, Inc., Shaw Industries,
Inc., and Shaw Carpet Showplace, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHAW INDUSTRIES, INC.
By: /s/ Bennie M. Laughter
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Bennie M. Laughter
Vice President, Secretary
and General Counsel
Dated: September 1, 1998
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Agreement and Plan of Merger, dated June 23, 1998, among The
Maxim Group, Inc., CMAX Acquisition, Inc., Shaw Industries,
Inc., and Shaw Carpet Showplace, Inc., and forms of
Subordinated Promissory Note and Shareholder's Agreement
attached thereto as Exhibits B and C, respectively.
[Incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K as filed with the
Commission on June 26, 1998 (File No. 1-6853).]
99.2 Amendment, dated August 9, 1998, to Agreement and Plan of
Merger, dated as of June 23, 1998, among The Maxim Group,
Inc., CMAX Acquisition, Inc., Shaw Industries, Inc., and
Shaw Carpet Showplace, Inc.
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