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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): AUGUST 28, 1998 (AUGUST 13, 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) 275-3812
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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 August 13, 1998, the Registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") with its wholly-owned subsidiary, Chessman
Acquisition Corp. ("Subsidiary"), Queen Carpet Corporation ("Queen") and the
shareholders of Queen (the "Shareholders"). The Merger Agreement provides for
the acquisition of Queen by the Registrant pursuant to the merger (the "Merger")
of Queen with and into Subsidiary. Privately-held Queen is the fourth largest
carpet manufacturer in the United States with annual sales of approximately $800
million. Under the terms of the Merger Agreement, as consideration for the
Merger, the Shareholders will receive from the Registrant (i) a promissory note
in the principal amount of $70 million payable to the Shareholders upon the
later of November 30, 1998 or the effective date of the Merger, (ii) 19,444,444
shares of the Registrant's common stock and (iii) approximately $50 million in
cash. It is anticipated that Queen will have aggregate liabilities of
approximately $220 million at the closing of the Merger, consisting of
approximately $90 million existing and present and $130 million to be created
prior to the closing of the Merger. A copy of the Merger Agreement is attached
as Exhibit 99.1 to this Report and is 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 August 13, 1998,
among Shaw Industries, Inc., Chessman Acquisition
Corp., Queen Carpet Corporation, Julian Saul, Linda
Saul, Anita Saul Family Trust, Julian Saul Family
Trust, and Linda Saul Schejola Family Trust.
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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: August 19, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Agreement and Plan of Merger, dated August 13, 1998, among
Shaw Industries, Inc., Chessman Acquisition Corp., Queen
Carpet Corporation, Julian Saul, Linda Saul, Anita Saul Family
Trust, Julian Saul Family Trust, and Linda Saul Schejola
Family Trust.