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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): OCTOBER 21, 1998
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(OCTOBER 6, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 6, 1998, the Registrant completed the acquisition of Queen
Carpet Corporation ("Queen") pursuant to the merger (the "Queen Merger") of
Queen with and into the Registrant. The Queen Merger was effected pursuant to
that certain Agreement and Plan of Merger, dated August 13, 1998 (the "Merger
Agreement"), among the Registrant, its wholly-owned subsidiary, Chessman
Acquisition Corp. ("Chessman"), Queen and the shareholders of Queen (the "Queen
Shareholders"), as amended by the First Amendment thereto, dated October 6,
1998 (the "First Amendment"), among the Registrant, Chessman, Queen and the
Queen Shareholders. Prior to the consummation of the Queen Merger,
privately-held Queen was the fourth largest carpet manufacturer in the United
States with annual sales of approximately $800 million. As consideration for
their shares of Queen stock, in the Queen Merger the Queen Shareholders
received from the Registrant (i) 3.15 million shares of the common stock of The
Maxim Group, Inc.; (ii) 19,444,444 shares of the Registrant's common stock; and
(iii) approximately $35.8 million in cash. In addition, in connection with the
Queen Merger, the Registrant made executive retention incentive payments to
certain key employees of Queen consisting of (a) an aggregate of 841,733 shares
of the Registrant's common stock and (b) $12.1 million in cash. At the
effective time of the Queen Merger, Queen had aggregate liabilities of
approximately $220 million.
The Registrant financed the cash portion of the purchase price paid in
the Queen Merger, the cash portion of the executive retention incentive
payments and the fees and expenses associated with the Queen Merger, through
borrowings under its existing credit facility. In connection with the
consummation of the Queen Merger, the Registrant amended its Amended and
Restated Credit Agreement, as amended, on October 6, 1998, among other things,
to allow the Registrant to assume certain guaranties and other indebtedness of
Queen.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The required financial information will be filed by
amendment to this Report as soon as practicable but in no
event later than December 21, 1998.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by
amendment to this Report as soon as practicable but in no
event later than December 21, 1998.
(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. [Incorporated by reference to
Exhibit 99.1 of the Registrant's Current
Report on Form 8-K filed with the
Commission on August 28, 1998 (File No.
1-6853).]
99.2 First Amendment to Agreement and Plan of
Merger, dated October 6, 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.
99.3 First Amendment to the Amended and Restated
Credit Agreement, dated August 7, 1998,
among Shaw Industries, Inc., the lenders
appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank,
Atlanta.
99.4 Second Amendment to the Amended and
Restated Credit Agreement, dated October 6,
1998, among Shaw Industries, Inc., the
lenders appearing on the signature pages
thereto, NationsBank, N.A. and SunTrust
Bank, Atlanta.
99.5 Third Amendment to the Amended and Restated
Credit Agreement, dated October 15, 1998,
among Shaw Industries, Inc., the lenders
appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank,
Atlanta.
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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: October 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. [Incorporated by reference to Exhibit
99.1 of the Registrant's Current Report on Form 8-K filed
with the Commission on August 28, 1998 (File No. 1-6853).]
99.2 First Amendment to Agreement and Plan of Merger, dated October
6, 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.
99.3 First Amendment to the Amended and Restated Credit Agreement,
dated August 7, 1998, among Shaw Industries, Inc., the
lenders appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank, Atlanta.
99.4 Second Amendment to the Amended and Restated Credit Agreement,
dated October 6, 1998, among Shaw Industries, Inc., the
lenders appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank, Atlanta.
99.5 Third Amendment to the Amended and Restated Credit Agreement,
dated October 15, 1998, among Shaw Industries, Inc., the
lenders appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank, Atlanta.