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FORM 8-K
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): JUNE 26, 1998 (JUNE 23, 1998)
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SHAW INDUSTRIES, INC.
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(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) 278-3812
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 23, 1998, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with its wholly-owned subsidiary, Shaw Carpet
Showplace, Inc. (collectively, "Shaw"), The Maxim Group, Inc. ("Maxim") and a
wholly-owned subsidiary of Maxim, pursuant to which Shaw has agreed to dispose
of substantially all of its residential retail store assets to Maxim. These
assets include approximately 275 retail stores with annual revenues of
approximately $575 million. Under the terms of the Merger Agreement, Shaw will
receive from Maxim 3,150,000 shares of Maxim common stock, a one year 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 will enter
into a Shareholder's Agreement (the "Shareholder's Agreement"), pursuant to
which, among other things, the Registrant will agree for a period of one year
following the closing of the merger not to acquire in excess of 25% of the
outstanding shares of common stock of Maxim and Maxim will grant to the
Registrant certain registration rights. Copies of the Merger Agreement, the form
of Note and the form of Shareholder's Agreement are attached as Exhibit 99.1 to
this Report and are incorporated by reference herein.
The consummation of the transactions contemplated by the Merger
Agreement is subject to the receipt of appropriate regulatory approvals and the
satisfaction of certain other conditions contained in the Merger Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(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.
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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: June 25, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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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.