GRAPHIC: Logo: Shaw Industries, Inc.
To the Shareholders:
You are cordially invited to attend the 1994 Annual Meeting of
Shareholders to be held at the administrative offices of the
Company, 900 South Harris Street, Dalton, Georgia, on Monday,
October 31, 1994, at 11:00 a.m., local time.
The principal business of the meeting will be to elect a class of
directors. During the meeting we will review the results of the past
year and report on significant aspects of our operations during the
first quarter of fiscal 1995.
We would appreciate your completing, signing, dating and returning
the enclosed proxy card in the envelope provided at your earliest
convenience. If you choose to attend the meeting, you may, of
course, revoke your proxy and personally cast your votes.
Sincerely yours,
J. C. SHAW
Chairman of the Board of Directors
ROBERT E. SHAW
President and Chief Executive Officer
September 30, 1994
<PAGE>
SHAW INDUSTRIES, INC.
616 East Walnut Avenue
Dalton, Georgia 30720
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 31, 1994
The 1994 Annual Meeting of Shareholders of Shaw Industries, Inc.
will be held on Monday, October 31, 1994, at 11:00 a.m., at the
principal administrative offices of the Company, 900 South Harris
Street, Dalton, Georgia.
The meeting is called for the following purposes:
1. To elect directors to Class III of the Board of Directors for
a three-year term.
2. To consider and act upon such other business as may properly
come before the meeting or any adjournment(s).
The Board of Directors has fixed the close of business on September
15, 1994 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
BENNIE M. LAUGHTER
Secretary
September 30, 1994
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
SIGN, COMPLETE AND RETURN THE ENCLOSED PROXY SO THAT YOUR STOCK WILL
BE REPRESENTED.
<PAGE>
PROXY STATEMENT
SHAW INDUSTRIES, INC.
616 East Walnut Avenue
Dalton, Georgia 30720
The enclosed proxy is solicited by the Board of Directors of Shaw
Industries, Inc. (the "Company") for use at the 1994 Annual Meeting
of Shareholders to be held on October 31, 1994, at 11:00 a.m., local
time, at the administrative offices of the Company, 900 South Harris
Street, Dalton, Georgia. Any shareholder giving a proxy has the
power to revoke it at any time before it is voted by filing with the
Secretary either an instrument revoking the proxy or a duly executed
proxy bearing a later date. Proxies may also be revoked by any
shareholder present at the meeting who expresses a desire to vote
his or her shares in person. Proxies in the accompanying form which
are properly executed by shareholders, duly returned and not revoked
will be voted. Such proxies will be voted in accordance with the
directions, if any, given by such shareholders, and if directions
are not given, will be voted in favor of the proposal to elect as
directors the persons specified herein.
This proxy statement and proxy and the accompanying notice were
first mailed to shareholders on or about September 30, 1994.
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
September 15, 1994 has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at
the meeting or any adjournment(s). As of the record date, the
Company had outstanding and entitled to vote at the meeting
139,314,302 shares of Common Stock, each share being entitled to one
vote (the "Common Stock"). The holders of a majority of the shares
entitled to be voted must be present or represented by proxy to
constitute a quorum. Shares as to which authority to vote is
withheld, abstentions and broker non-votes are counted in
determining whether a quorum exists.
Under Georgia law, directors are elected by a plurality of the votes
cast by holders of shares entitled to vote in the election at a
meeting at which a quorum is present. Only votes actually cast will
be counted for the purpose of determining whether a particular
nominee received more votes than the persons, if any, nominated for
the same seat on the Board of Directors. Accordingly, if authority
to vote for one or more nominees is withheld on a proxy card, no
vote will be cast with respect to the shares represented by that
proxy card and the outcome of the election will not be affected.
The following table sets forth information concerning those persons
known by management of the Company to own beneficially more than 5%
of the Common Stock, the directors of the Company, the executive
officers named in the Summary Compensation Table included elsewhere
herein and all directors and executive officers as of group. Such
information is given as of September 15, 1994. According to rules
adopted by the Securities and Exchange Commission, a person is the
"beneficial owner" of securities if he or she has or shares the
power to vote them or to direct their investment. Except as
otherwise noted, the indicated owners have sole voting and
investment power with respect to shares beneficially owned. An
asterisk in the percent of class column indicates beneficial
ownership of less than 1% of the outstanding Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
<S> <C> <C>
Jennison Associates
Capital Corporation <F1> 8,750,800 6.3
The Prudential Insurance
Company of America <F2> 8,380,022 6.0
Robert E. Shaw <F3> 7,313,346<F4> 5.2
J. C. Shaw <F5> 8,333,480<F6> 6.0
Clifford M. Kirtland, Jr. 21,000 *
J. Hicks Lanier 8,000 *
R. Julian McCamy 3,190,662<F7> 2.3
Thomas G. Cousins 40,000 *
S. Tucker Grigg 2,447,552<F8> 1.8
William C. Lusk, Jr. 606,360<F9> *
W. Norris Little 476,880 *
Robert R. Harlin 508 *
Vance D. Bell 83,924 *
All executive officers and
directors as a group (15 persons) 22,555,092 16.2
<FN>
<F1> Jennison Associates Capital Corp.'s address is 466 Lexington Avenue,
New York, New York, 10017.
<F2> The Prudential Insurance Company of America's address is 751 Broad
Street, Newark, New Jersey, 07102. Prudential's holdings are for the
benefit of its clients by its separate accounts, externally managed
accounts and registered investment companies.
<F3> Mr. Shaw's address is 203 Goose Hill Road, Rocky Face, Georgia 30740.
<F4> Includes 567,840 shares owned by Mr. Shaw's spouse.
<F5> Mr. Shaw's address is 721 West Avenue, Cartersville, Georgia 30120.
<F6> Includes 66,672 shares owned by Mr. Shaw's spouse and 45,678 held in
trust for Mr. Shaw's grandchildren.
<F7> Includes 1,397,382 shares owned by Mr. McCamy's spouse and 424,616
shares held in trust for Mr. McCamy's children. Mr. McCamy disclaims
beneficial ownership of the shares held by his spouse and in trust
for his children.
<F8> Includes 1,807,080 shares owned by Mr. Grigg's spouse and 58,520
shares held in trust for his children. Mr. Grigg disclaims beneficial
ownership of the shares held by his spouse and in trust for his
children.
<F9> Includes 8,528 shares owned by Mr. Lusk's spouse, as to which Mr.
Lusk shares voting and investment powers, and 7,600 shares held in
trust for Mr. Lusk's grandchildren.
</FN>
</TABLE>
PROPOSAL 1. ELECTION OF CLASS OF DIRECTORS
Nominees
The Board of Directors of the Company is divided into three classes of
directors with staggered terms of office. Upon the expiration of the term
of office for a class of directors, the nominees for that class are
elected for a term of three years to serve until the election and
qualification of their successors. At the Annual Meeting of Shareholders
this year, the three nominees are in Class III. The Class I and Class II
directors have two years and one year, respectively, remaining on their
terms of office.
It is the intention of the persons named as proxies to vote their proxies
for the election of Mr. William C. Lusk, Jr., Mr. W. Norris Little and Mr.
Robert R. Harlin as Class III directors. All of the nominees currently
serve as directors. In the event any of the nominees refuses or is unable
to serve as a director (which is not now anticipated), the persons named
as proxies reserve full discretion to vote for such other person or
persons as may be nominated.
The Board of Directors recommends a vote FOR the election of the nominees
named below as Class III directors.
The following section sets forth the names, ages, occupations and
employment during the last five years of each of the nominees and the
directors in Class I and Class II, the period during which each has served
as a director of the Company and other directorships held.
Nominees for Class III
(Term Expiring 1997)
WILLIAM C. LUSK, JR.
Director since 1973 Age: 59
Mr. Lusk is Senior Vice President and Treasurer of the Company.
W. NORRIS LITTLE
Director since 1979 Age: 63
Mr. Little is Senior Vice President, Operations of the Company.
ROBERT R. HARLIN
Director since 1967 Age: 61
Mr. Harlin is a member of the law firm of Powell, Goldstein, Frazer &
Murphy.
Members of the Board of Directors Continuing in Office:
Class I
(Term Expiring 1996)
J. C. SHAW
Director since 1967 Age: 64
Mr. Shaw is Chairman of the Board of the Company.
ROBERT E. SHAW
Director since 1967 Age: 63
Mr. Shaw is President and Chief Executive Officer of the Company. He is
also a director of Oxford Industries, Inc., an apparel manufacturer.
CLIFFORD M. KIRTLAND, JR.
Director since 1984 Age: 70
Prior to his retirement in 1983, Mr. Kirtland was Chairman of Cox
Communications, Inc., a telecommunications company. Mr. Kirtland also
serves as a director of Graphic Industries, Inc., Salomon Brothers Fund,
Inc., Summit Communications Group Inc., Law Companies Group, Inc., ADESA
Corp. and Oxford Industries, Inc.
Class II
(Term Expiring 1995)
J. HICKS LANIER
Director since 1986 Age: 54
Mr. Lanier is Chairman of the Board, President and Chief Executive Officer
of Oxford Industries, Inc., an apparel manufacturer. Mr. Lanier also
serves as a director of Trust Company Bank of Georgia and Crawford &
Company.
R. JULIAN McCAMY
Director since 1986 Age: 62
Mr. McCamy is President of McCamy Properties, Inc., a real estate
development company.
THOMAS G. COUSINS
Director since 1992 Age: 62
Mr. Cousins is President and a director of Cousins Properties
Incorporated, a real estate development company.
S. TUCKER GRIGG
Director since 1992 Age: 58
Mr. Grigg is self-employed as a manufacturer of advertising and marketing
displays, furniture and bedding.
Certain Relationships
Messrs. J. C. Shaw and Robert E. Shaw are brothers. Messrs. McCamy and
Grigg are brothers-in-law of Messrs. J. C. Shaw and Robert E. Shaw.
Mr. Harlin is a member of the law firm of Powell, Goldstein, Frazer &
Murphy, which has served as counsel for the Company since its inception.
Meetings and Committees
During the past fiscal year, the Board of Directors met five times. The
executive committee consisted of Messrs. J. C. Shaw, Robert E. Shaw,
Harlin, Kirtland and Lanier and did not meet during the past fiscal year.
The executive committee functions with substantially all of the powers and
duties of the Board of Directors; however, the committee lacks authority
to amend the Articles of Incorporation or By-laws of the Company, fill
vacancies on the Board of Directors, approve or propose to shareholders
action for which shareholder approval is required by law or approve
mergers that do not require shareholder approval. The executive committee
recommends individuals to the Board of Directors for consideration as
nominees to the Board of Directors. No formal procedure for shareholder
recommendations regarding nominees to the Board of Directors has been
adopted. The executive committee would consider any such shareholder
recommendations if submitted in writing, addressed to the chairman of the
executive committee at the Company's principal offices.
The audit committee consists of Messrs. Lanier, McCamy and Cousins. The
audit committee met twice during the past fiscal year. The audit committee
is responsible for reviewing the financial statements of the Company, for
evaluating the Company's internal control systems and procedures and for
coordinating and approving the activities of the Company's auditors. This
committee also approves services other than normal audit services
performed by the Company's auditors.
The compensation committee consists of Messrs. Kirtland, Grigg and Harlin.
The compensation committee met twice during the past fiscal year. This
committee is responsible for setting and reviewing the compensation,
including fringe benefits, of the executive officers and directors of the
Company and administering the Company's stock option plans.
Director Compensation
During fiscal 1994, nonmanagement directors received an annual fee of
$24,000, a fee of $1,000 for each board meeting attended and a fee of $750
for each committee meeting attended. Management directors received a fee
of $1,000 for each board meeting attended. The Company paid ordinary and
necessary travel expenses for directors to attend board and committee
meetings.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers and persons who own beneficially more
than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission (the "SEC") and the New York
Stock Exchange initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all such forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, its officers, directors and greater than 10%
shareholders complied during fiscal 1994 with all applicable Section 16(a)
filing requirements.
EXECUTIVE COMPENSATION
This section of the proxy statement discloses the compensation awarded or
paid to, or earned by, the Company's Chief Executive Officer and its four
other most highly compensated executive officers with respect to fiscal
1994 (together, these persons are sometimes referred to as the "named
executives").
<TABLE>
Summary Compensation Table
Annual Long-Term All Other
Compensation Compensation Compensation
Options/ (Fiscal 1994 and 1993)
Fiscal Salary Bonus SARs Only)
Name and Position Year ($) ($) (#) ($) <F1>
<S> <C> <C> <C> <C> <C>
Robert E. Shaw 1994 950,000 1,060,000 0 4,558
President and Chief 1993 892,500 800,000 8,000 4,497
Executive Officer 1992 850,000 515,000 0
J. C. Shaw 1994 250,858 0 0 4,558
Chairman of the Board 1993 250,858 0 0 4,497
1992 250,858 0 0
William C. Lusk, Jr. 1994 560,000 420,000 0 4,558
Senior Vice President 1993 519,750 400,000 8,000 4,497
and Treasurer 1992 495,000 337,000 0
W. Norris Little 1994 560,000 420,000 0 4,558
Senior Vice President, 1993 519,750 400,000 8,000 4,497
Operations 1992 495,000 286,000 0
Vance D. Bell 1994 425,000 212,500 0 4,558
Vice President, 1993 402,150 150,000 8,000 4,497
Marketing 1992 383,000 190,667 0
<FN>
<F1> The amounts in this column represent the Company's matching
contributions to the retirement savings plan accounts of the named
executives.
</FN>
</TABLE>
The Company has granted no stock options or SARs during fiscal 1994.
This table presents information regarding options exercised for shares of
the Company's Common Stock during fiscal 1994 and the value of unexercised
options held at July 2, 1994. There were no SARs outstanding during fiscal
1994.
<TABLE>
Aggregated Option Exercises in Fiscal 1994 and 1994 Fiscal Year-End Option
Value
Mr. J.C. Shaw Shares Acquired Value Realized Options at FY- In-the-Money Options
Number of Value of Unexercised
Unexercised In-the-Money Options
Options at FY- at FY-End
End (#) ($)<F1>
Shares Acquired
on Exercise Value Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Mr. R. E. Shaw 0 0 0/8,000 0/37,200
Mr. J. C. Shaw 0 0 0/0 0/0
Mr. Lusk 80,000 1,220,000 0/88,000 0/1,347,200
Mr. Little 80,000 1,370,000 0/88,000 0/1,347,200
Mr. Bell 16,000 244,000 0/24,000 0/299,200
<FN>
<F1> Value of Unexercised, In-the-Money Options at 7/2/94 is calculated as
follows: [(Per Share Closing Sale Price on 7/1/94) -- (Per Share
Exercise Price)] x Number of Shares Subject to Unexercised Options.
The per share closing sale price reported by The New York Stock
Exchange on July 1, 1994 was $16.625. The closing sale price for July
1, 1994 was used in this calculation because the Company's fiscal
year ended on a Saturday.
</FN>
</TABLE>
Deferred Compensation Plan
The Company maintains a deferred compensation plan to attract and retain
key employees. Key employees selected by the Board of Directors are
entitled to receive upon death, retirement or the onset of total
disability an amount of cash compensation set by the Board. The plan
provides that the amount of deferred compensation will be based upon the
average of the three highest years of income over the last five years
prior to death, disability or retirement. The amount of deferred
compensation may not exceed, unless the Board specifically approves, twice
such average amount. Deferred compensation will generally be paid monthly
over a ten-year period. All deferred compensation is forfeitable if the
employee should voluntarily resign or be terminated for cause. Each of the
named executives has entered into an agreement providing for deferred
compensation under this plan. Because the amount of deferred compensation
payable to a participant is contingent upon his future employment and is
based upon future earnings, it is not possible to estimate future
benefits.
COMPENSATION COMMITTEE REPORT
The compensation committee of the Board of Directors of the Company has
prepared the following report on executive compensation. This report
describes the Company's current executive compensation program, including
the underlying philosophy of the program and the criteria on which
executive compensation was based. This report also discusses in detail the
compensation paid to the Company's President and Chief Executive Officer,
Mr. Robert E. Shaw, during the most recent fiscal year.
The compensation committee of the Company's Board of Directors (the
"Committee") consists of three directors who are neither employees nor
officers of the Company. The Committee reviews the Company's executive
compensation program and policies each year and determines the
compensation of the executive officers. The Committee's determinations are
reviewed with and approved by all of the Company's non-employee directors,
who constitute a majority of the Board.
The Committee's policy regarding compensation of the Company's officers is
to provide generally competitive salary levels and compensation incentives
that attract and retain individuals of outstanding ability; that recognize
individual performance and the performance of the Company relative to the
performance of other companies of comparable size and quality; and that
support the Company's primary goal--to increase shareholder value.
The executive compensation program includes three components which, taken
together, constitute a flexible and balanced method of establishing total
compensation for management. These components are base salary, short-term
incentive awards in the form of semi-annual cash bonuses and long term
incentive awards in the form of stock option grants, each of which is
discussed in more detail below.
Base Salaries
The Committee annually reviews various publicly available studies by
compensation consulting firms and public information from other sources
regarding compensation levels for publicly held companies of similar size
located in the Southeast and elsewhere in the United States. The Committee
establishes the salaries of the named executives and, upon a review of the
recommendations of the Company's senior executives, approves the salaries
of other executive officers. Individual salaries are determined by the
Committee's assessment of the individual's experience level, the scope and
complexity of the position held and the range of salaries for similar
positions in publicly held companies of similar size. While the Committee
does not target executive officers' salaries at any particular point in
the range of salaries paid by the companies used for comparative purposes,
the 1994 salary levels for the Company's executive officers corresponded
to the middle of the comparative range. The Committee believes that
publicy held companies of similar size represent the Company's competitors
for executive talent and that a review of the compensation practices of
such companies is more relevant than a review of the compensation
practices of companies of various sizes in the carpet industry, many of
which are private, or of companies of various sizes included in the
Standard & Poor's Household Furnishings Index.
Short-Term Incentive Program
The goal of the short-term incentive, or discretionary bonus, program is
to place a portion of officers' total cash compensation at risk to
encourage and reward a continued high level of performance each year and
to further encourage a continued high level of performance in future
years. Individual incentive amounts are determined by the Committee in its
discretion based primarily upon its assessment of the performance of the
Company relative to the Company's strategic plan, which is developed
annually by the Company and approved by the Board of Directors, and to a
lesser extent, the performance of the Company relative to the performance
of other companies in the carpet industry and the individual's
organizational responsibility and personal performance. In evaluating the
Company's performance relative to the strategic plan, the Committee
considers sales growth, return on equity, return on assets, stock
performance, total shareholder return and growth in earnings per share. No
specific weight is assigned to any of such performance factors and no
specific target levels with respect to such performance factors must be
attained before a bonus is awarded under the program. Cash bonuses for all
executive officers are paid semi-annually. The maximum bonus payable to
executive officers other than the named executive officers is 50% of base
salary; the maximum bonus payable to Messrs. Little and Lusk is 75% of
base salary; the bonus payable to Mr. R. E. Shaw is not subject to any
limitation.
Long-Term Incentive Program
Incentive stock options are the basis for the Company's long-term
incentive program. The Committee periodically grants stock options at no
less than fair market value at the date of grant with a vesting period of
one to four years. No options were granted in fiscal 1994. The option
program is designed to link officer compensation to long-term shareholder
value and focus management attention on long-term Company performance.
Stock options are also granted to encourage and facilitate personal stock
ownership by the executive officers and thus strengthen both their
personal commitment to the Company and their longer term perspective. The
size of the grants is based on individual levels of responsibility and the
potential for the officer to contribute to the future success of the
Company. The Committee initially determines the aggregate number of
options to be granted to all officers and employees of the Company during
a particular fiscal year. Of that total, the Committee grants options of
identical size to groups of executive officers, other officers and other
employees having similar levels of responsibility. Subject to the
foregoing parameters, the number of options granted to individual officers
is subjectively determined by the Committee without regard to the number
of options previously granted. The Committee believes the total
compensation of officers, including the value of options, if any, at the
date of grant, is competitive with total compensation paid by other major
corporations. The amount of any gain that officers ultimately realize from
incentive options depends solely on the future performance of the
Company's Common Stock.
The Committee believes that the three components of compensation described
above provide total compensation that is competitive with the total
compensation paid by other publicly held companies of similar size,
effectively link officer and shareholder interests through equity based
plans and provide incentives that are consistent with the long-term
investment horizons of the Company's business.
Chief Executive Officer Compensation
The Compensation Committee believes that Mr. R. E. Shaw's compensation as
Chief Executive Officer appropriately reflects individual and Company
performance in the short and longer term. The Performance Graph following
this report, which depicts the cumulative total return to the Company's
shareholders as compared to returns of other market indices, illustrates
the Company's superior performance over the past five fiscal years.
In determining Mr. Shaw's base salary and bonus for fiscal 1994, the
Committee considered both the Company's overall performance and Mr. Shaw's
individual performance using the same criteria as it used for the other
named executive officers as described above. It also considered the
compensation received by chief executive officers of other publicly held
companies of similar size, as well as incentive levels considered
appropriate by the Committee, in establishing Mr. Shaw's total
compensation.
Submitted by the Compensation Committee of the Company's Board of
Directors:
S. TUCKER GRIGG, JR.
ROBERT R. HARLIN
CLIFFORD M. KIRTLAND, JR.
PERFORMANCE GRAPH
The following graph indicates the Company's cumulative total return to
shareholders over the last five fiscal years, as compared to cumulative
total returns for the Standard and Poors 500 Index and the Standard and
Poors Household Furnishings Index.
<TABLE>
Comparison of Five-Year Cumulative Total Return*
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Shaw Industries 100 178 230 294 481 457
S&P 500 Composite Index 100 116 125 142 161 163
S&P Household Furnishings 100 85 84 96 120 132
*Assumes $100 invested on July 1, 1989 through June 30, 1994 in Shaw
Industries, The S&P 500 Composite Index, and the S&P Household Furnishings
Index.
</TABLE>
AUDITORS
The firm of Arthur Andersen & Co. has served as the Company's independent
public accountants since its organization and the Board of Directors
intends to reappoint this firm for fiscal 1994. The appointment of
auditors is a matter of determination by the Board of Directors and is not
being submitted to the shareholders for approval or ratification. A
representative of this firm is expected to attend the meeting to respond
to questions from shareholders and to make a statement if he so desires.
SHAREHOLDER PROPOSALS
Any proposals from shareholders to be considered for presentation at the
1995 Annual Meeting of Shareholders expected to occur in late April of
1995, and inclusion in the Company's 1995 proxy materials must be received
at the principal executive offices of the Company, P.O. Drawer 2128,
Dalton, Georgia 30722-2128, a reasonable time before the solicitation of
proxies for such meeting is commenced by the Company.
MISCELLANEOUS
Management does not know of any other matters to be presented at the
meeting for action by shareholders. However, if any other matters
requiring a vote of the shareholders arise at the meeting or any
adjournment(s), it is intended that votes will be cast pursuant to the
proxies with respect to such matters in accordance with the best judgment
of the persons acting under the proxies.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mails, certain officers
and regular employees of the Company may solicit the return of proxies by
telephone, telegram or personal interview. The Company may request
brokerage houses and custodians, nominees and fiduciaries to forward
soliciting material to their principals, the beneficial owners of Common
Stock, and will reimburse them for their reasonable out-of-pocket
expenses.
ANNUAL REPORT
The Annual Report (which is not part of the proxy soliciting material) of
the Company for fiscal 1994 is being mailed to the Company's shareholders
with this proxy statement.
BENNIE M. LAUGHTER
Secretary
Dalton, Georgia
September 30, 1994
<ATTACHMENT>
[DESCRIPTION] PROXY CARD
SHAW INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of the 1994
Annual Meeting of Shareholders and Proxy Statement and does hereby appoint
Robert E. Shaw and J. C. Shaw, and either of them, with full power of
substitution, as proxy or proxies of the undersigned to represent the
undersigned and to vote all shares of Shaw Industries, Inc. Common Stock
which the undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders of Shaw Industries, Inc., to be held at
the administrative offices of the Company, 900 South Harris Street,
Dalton, Georgia at 11:00 o'clock a.m., on October 31, 1994 and at any
adjournment(s) thereof:
1. Election of Class III Directors: FOR all nominees listed below
(except as marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below
William C. Lusk, Jr., W. Norris Little, Robert R. Harlin.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any
adjournment(s). This Proxy may be revoked at any time prior to the
voting thereof.
TO BE SIGNED ON OTHER SIDE
PLEASE COMPLETE, DATE, SIGN AND
RETURN THIS PROXY PROMPTLY
This Proxy, when properly executed, duly returned and not revoked will be
voted. It will be voted in accordance with the directions given by the
undersigned shareholder. If no direction is made, it will be voted in
favor of the nominees listed in Proposal 1.
(Signature(s))
Date , 1994
Please sign exactly as your name(s) appear hereon, and when signing as
attorney, executor, administrator, trustee or guardian, give your full
title as such. If the signatory is a corporation, sign the full corporate
name by a duly authorized officer.
