As filed with the Securities and Exchange Commission on May __, 1996.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 2273 58-1032521
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization Classification Number) Identification No.)
P.O. Drawer 2128
616 East Walnut Avenue
Dalton, Georgia 30722
(706) 278-3812
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BENNIE M. LAUGHTER, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30722
(706) 278-3812
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Copies of Communications to:
GABRIEL DUMITRESCU, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
____________________
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
Title of each class of securities Amount Proposeds maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered share(1) price(1) fee(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 5,000,000 shares $13.00 $65,000,000 $22,414
- -------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
Participating Preferred Stock(2) 5,000,000 rights
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the Common Stock on
May 17, 1996 as reported by the New York Stock Exchange.
(2) The Rights, which are attached to the shares of Common Stock being
registered, will be issued for no additional consideration; no additional
registration fee is required.
____________________
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<TABLE>
SHAW INDUSTRIES, INC.
Cross Reference Sheet Pursuant to Item 501(b) of Regulations S-K
Between Registration Statement and Form of Prospectus
Item
Number Caption in Form S-4 Caption in Prospectus
<S> <C> <C>
1 Forepart of Registration Statement and Outside Front Cover Page of
Prospectus Facing Page of Registration Statement; Cross
Reference Sheet; Prospectus Cover Page
2 Inside Front and Outside Back Cover Pages of Prospectus
Available Information; Incorporation of Certain
Documents by Reference
3 Risk Factors, Ratios of Earnings to Fixed Charges and Other
Information Not Applicable
4 Terms of the Transaction Not Applicable
5 Pro Forma Financial Information Not Applicable
6 Material Contacts with the Company Being Acquired Not Applicable
7 Additional Information Required for Reoffering by Persons and
Parties Deemed to be Underwriters Not Applicable
8 Interests of Named Experts and Counsel Experts; Legal Matters
9 Disclosure of Commission Position on Indemnification for
Securities Liabilities Not Applicable
10 Information with Respect to S-3 Registrants The Company; Incorporation of Certain Documents
by Reference
11 Incorporation by Certain Information by Reference Incorporation of Certain Documents by Reference
12 Information with Respect to S-2 or S-3 Registrants Not Applicable
13 Incorporation of Certain Information by Reference Not Applicable
14 Information with Respect to Registrants Other Than S-3 or S-2
Registrants Not Applicable
15 Information with Respect to S-3 Companies Not Applicable
16 Information with Respect to S-2 or S-3 Companies Not Applicable
17 Information with Respect to Companies Other Than S-3 or S-2
Companies Not Applicable
18 Information if Proxies, Consents or Authorizations are to be
Solicited Not Applicable
19 Information if Proxies, Consents or Authorizations are not to be
Solicited, or in an Exchange Offer Not Applicable
</TABLE>
<PAGE>
P R O S P E C T U S
5,000,000 Shares
Shaw Industries, Inc.
Common Stock
____________________
This Prospectus relates to 5,000,000 shares of common stock, no par value
("Common Stock"), of Shaw Industries, Inc. (the "Company") that may be offered
by the Company from time to time in connection with future acquisitions of
businesses or assets in the retail and commercial carpet distribution sector of
the carpet industry. The consideration to be paid by the Company in such
acquisitions will consist of shares of Common Stock, cash, notes or other
evidences of indebtedness, assumption of liabilities, or a combination thereof,
as determined from time to time through negotiations between the Company and the
owners or controlling persons of the businesses or assets to be acquired.
The terms of each acquisition will be determined by negotiations between
the Company's representatives and the owners or controlling persons of the
business or assets to be acquired. Factors to be taken into account in
acquisitions may include, among others, the quality and reputation of the
business to be acquired and its management, the strategic market position of the
business to be acquired, its assets, earning power, cash flow and growth
potential, and the market value of its common stock when pertinent. It is
anticipated that shares of Common Stock issued in any such acquisition will be
valued at a price reasonably related to the current market value of the Common
Stock, either at the time the terms of the acquisition are tentatively agreed
upon, at the time of signing of a definitive agreement, at or about the time of
closing, or during the period or periods prior to delivery of the shares.
The Company does not expect to pay discounts or commissions in connection
with the registration and sale of the shares being offered hereby except that
finder's fees may be paid from time to time in connection with specific
acquisitions. Any person receiving such fees may be deemed to be an
"underwriter" under the Securities Act of 1933, as amended (the "Securities
Act").
The Common Stock is listed on the New York Stock Exchange, Inc. and the
Pacific Stock Exchange Incorporated. On May 17, 1996, the last reported sale
price of the Common Stock of the Company reported on the New York Stock Exchange
Composite Tape was $13.00 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is ___________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement"), of which this Prospectus forms a part, covering the shares of
Common Stock offered hereby. The right to purchase one one-hundredth of a share
of the Company's Series A Participating Preferred Stock, $.50 stated value per
share (collectively, "Rights"), exercisable under certain circumstances, is
attached to each share of Common Stock currently outstanding and each share of
Common Stock offered hereby. Any reference hereinafter to Common Stock or Shares
shall include the Rights.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission are available for inspection and copying
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at certain regional offices
of the Commission located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2551 and Seven World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Common Stock is listed on the New York Stock Exchange, Inc. ("NYSE") and the
Pacific Stock Exchange Incorporated ("PSE"). Reports, proxy statements and other
information concerning the Company can be inspected at the NYSE, 20 Broad
Street, New York, New York 10005 and the PSE, 301 Pine Street, San Francisco,
California 94104.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Such documents are available upon request from
Bennie M. Laughter, Esq., Vice President, Secretary and General Counsel, Shaw
Industries, Inc., P.O. Drawer 2128, Dalton, Georgia 30722 (telephone: (706)
278-3812). In order to ensure timely delivery of the documents, any request
should be made by the fifth business day prior to the date on which the final
investment decision must be made with respect to Common Stock offered hereunder
by a recipient of the Prospectus.
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus in connection with the offering covered by this
Prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the Common
Stock in any jurisdiction where, or to any person to whom, it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has not been any change in the facts set forth in this
Prospectus or in the affairs of the Company since the date hereof.
2
<PAGE>
THE COMPANY
Shaw Industries, Inc. ("Shaw" or the "Company") is the world's largest
carpet manufacturer based on both revenue and volume of production. Shaw designs
and manufactures approximately 2,300 styles of tufted and woven carpet for
residential and commercial use under the PHILADELPHIA, TRUSTMARK, CABIN CRAFTS,
SHAW COMMERCIAL CARPETS, STRATTON, NETWORX, SHAWMARK, EVANS BLACK, SALEM,
SUTTON, KOSSET, CROSSLEY, ABINGDON, REDBOOK, MINSTER and INVICTA trade names and
under certain private labels. The Company's manufacturing operations are fully
integrated from the processing of yarns through the finishing of carpet. The
Company's carpet is sold in a broad range of prices, patterns, colors and
textures with the majority of its sales in the medium to high retail price
range. Shaw sells its products to retailers, distributors and commercial users
throughout the United States, Canada, Mexico, Australia and the United Kingdom
and, to a lesser degree, exports to additional overseas markets.
In December 1995, the Company announced a new retail and contract
distribution strategy and subsequently executed letters of intent to acquire a
company which owns and franchises residential floorcovering centers throughout
the United States, as well as several commercial carpet contractors. In February
1996, the Company initiated this new distribution program by completing certain
of these transactions. The Company believes that, by combining the resources of
the manufacturer and retailer and developing a contract distribution network, it
can provide a full range of products and services to more effectively meet the
needs of the end-users of both residential and commercial carpet products at
significantly improved margins.
The Company, based upon its international growth which began in 1993 and
continued into 1995, is now positioned to supply the Australian, Pacific Rim and
European markets with high quality products. For 1995 and 1994, international
operations accounted for 12.6 percent and 10.4 percent of the Company's net
sales, respectively.
Substantially all carpet manufactured by the Company is tufted carpet made
from nylon, polypropylene yarn and wool. In the tufting process, yarn is
inserted by multiple needles into a synthetic backing, forming loops which may
be cut or left uncut, depending on the desired texture or construction.
According to industry estimates, tufted carpet accounted for over 91.4% of unit
volume shipments of carpet manufactured in the United States during 1995.
Substantially all carpet manufactured in the United States is made from
synthetic fibers, with nylon accounting for 63.6% of the total, polypropylene
28.5%, polyester 7.5% and wool 0.5%. During 1995, the Company processed
approximately 95% of its requirements for carpet yarn in its own yarn processing
facilities.
The Company believes that its significant investment in modern,
state-of-the-art equipment has been an important factor in achieving and
maintaining its leadership position in the marketplace. During the past five
fiscal years, the Company has invested approximately $696 million in property
additions. The Company continually seeks opportunities for increasing its sales
volume and market
3
<PAGE>
share. For example, the Company continues to expand its product lines of
carpet manufactured from polypropylene fiber, including fibers produced by the
Company's own extrusion equipment. The Company also has a manufacturing facility
for the production of carpet tiles for the commercial market.
The overall level of sales in the carpet industry is influenced by a number
of factors, including consumer confidence and spending for durable goods,
interest rates, turnover in housing, the condition of the residential
construction industry and the overall strength of the economy. The Company's
international operations are also impacted by the markets in which they operate.
The marketing of carpet is influenced significantly by current trends in
style and fashion, principally color trends. The Company believes it has been a
leader in the development of color technology in the carpet industry and that
its dyeing facilities are among the most modern and versatile in the industry.
The Company maintains an in-house product development department to identify
developing color and style trends which are expected to affect its customers'
buying decisions. This department is strengthened by the completion of the
Company's Research and Development Center. This state-of-the-art complex
includes a 75,000 square foot pilot plant featuring sample extrusion, yarn
processing, tufting, dyeing, coating and shearing equipment, and three fiber and
dye development laboratories.
The Company's products are marketed domestically by approximately 940
salaried sales personnel in its various marketing divisions directly to
retailers and distributors and to large national accounts through the Company's
National Accounts Division. The Company's ten (10) regional warehouse facilities
and eight (8) redistribution centers, along with its centralized management
information system, enable it to provide prompt delivery of its products to both
its retail customers and wholesale distributors. The Company's substantial
investment in management information systems permits efficient production
scheduling and control of inventory levels.
The Company sells to approximately 41,230 retailers, distributors and
national accounts located throughout the United States, Australia, Mexico, the
United Kingdom and Canada. Retailers and national accounts, on a combined basis,
accounted for approximately 91.8% of the Company's carpet sales for 1995. Shaw
also sells to approximately 100 wholesale distributors. Approximately 8.2% of
the Company's carpet sales in 1995 were to distributors. Sales of Shaw products
in foreign markets, including the sales of foreign subsidiaries, accounted for
approximately 12.6% of total sales in 1994. No single customer accounted for
more than 2% of the Company's sales during 1995.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby is being passed
upon by Powell, Goldstein, Frazer & Murphy, Sixteenth Floor, 191 Peachtree
Street, N.E., Atlanta, Georgia 30303. Mr. Robert R. Harlin, a partner in Powell,
Goldstein, Frazer & Murphy, is a director of the Company.
4
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by this reference:
(1) Annual Report on Form 10-K for the year ended December 30, 1995
(Commission File No. 1-6853);
(2) Quarterly Report on Form 10-Q for the quarter ended March 30, 1996
(Commission File No. 1-6853); and
(3) The description of the Company's Common Stock (including the Rights to
purchase Series A Participating Preferred Stock) contained in the Company's
Registration Statements filed pursuant to Section 12 of the Exchange Act on
Form 8-A, as amended (Commission File No. 1-6853).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded. All information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to the
extent set forth in this paragraph.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to Bennie M.
Laughter, Esq., Vice President, Secretary and General Counsel, Shaw Industries,
Inc., P. O. Drawer 2128, Dalton, Georgia 30722 (telephone: (706) 278-3812).
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 14-2-850 et seq. of the Georgia Business Corporation Code and
Article VIII of the Amended and Restated Articles of Incorporation of the
Registrant set forth the extent to which the Registrant's directors and officers
may be indemnified by the Registrant against liability that they may incur while
serving in such capacity. These provisions generally provide that the directors
and officers of the Registrant will be indemnified by the Registrant against any
losses incurred in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Registrant) by reason of the
fact that he is or was a director or officer of the Registrant or served with
another corporation, partnership, joint venture, trust or other enterprise at
the request of the Registrant if such director or officer acted in a manner he
reasonably believed to be in or not opposed to the best interest of the
Registrant, and with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. Under these provisions, the Registrant may
provide advances for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances unless it is ultimately determined that he is
entitled to indemnification by the Registrant.
The Registrant maintains an insurance policy insuring the Registrant and
its directors and officers against certain liabilities, including liabilities
under the Securities Act of 1933.
Item 21. Exhibits.
The following exhibits are filed herewith or incorporated by reference herein:
Exhibit
Number Description
3(a) Amended and Restated Articles of Incorporation. [Incorporated
herein by reference to Exhibit 3(a) to Registrant's Registration
Statement on Form S-3 filed with the Commission on December 28,
1993 (File No. 33-51719).]
3(b) By-laws. [Incorporated herein by reference to Exhibit 3(b) to
Registrant's Registration Statement on Form S-3 filed with the
Commission on December 28, 1993 (File No. 33-51719).]
4(a) Specimen form of Common Stock Certificate. [Incorporated herein
by reference to Exhibit 2 to Registrant's Registration Statement on
Form 8-A filed with the Commission on May 12, 1989 (File No.
1-6853).]
II-1
<PAGE>
4(b) Amended and Restated Articles of Incorporation, filed as
Exhibit 3(a), and By-laws of Registrant, filed as Exhibit 3(b), are
incorporated herein by reference.
4(c) Rights Agreement dated as of April 10, 1989 between Registrant and
Citizens and Southern Trust Company (Georgia), N.A., as Rights
Agent. [Incorporated herein by reference to Exhibit 1 to
Registrant's Current Report on Form 8-K filed with the Commission
on May 5, 1989 (File No. 1-6853).]
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the legality
of the securities being registered.
23(a) Consent of Arthur Andersen LLP (see page immediately preceding
signature page to this Registration Statement).
23(b) The consent of Powell, Goldstein, Frazer & Murphy is contained in
their opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration
Statement).
Item 22. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained
II-2
<PAGE>
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction to the questions whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 19,
1996 included and incorporated by reference in Shaw Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 30, 1995 and to all references
to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 16, 1996
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dalton, State
of Georgia, on April 24, 1996.
SHAW INDUSTRIES, INC.
By:/s/ Robert E. Shaw
Robert E. Shaw
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints WILLIAM C. LUSK, JR. and BENNIE M. LAUGHTER, and
each of them as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert E. Shaw
Robert E. Shaw Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) April 24, 1996
/s/ J.C. Shaw
J.C. Shaw Chairman Emeritus and Director April 24, 1996
/s/ W. Norris Little
W. Norris Little President, Chief Operating
Officer and Director April 24, 1996
/s/ William C. Lusk, Jr.
William C. Lusk, Jr. Senior Vice President,
Treasurer and Director
(Principal Financial and
Accounting Officer) April 24, 1996
/s/ Kenneth G. Jackson
Kenneth G. Jackson Vice President and Chief
Financial Officer April 24, 1996
/s/ Thomas G. Cousins
Thomas G. Cousins Director April 25, 1996
/s/ S. Tucker Grigg
S. Tucker Grigg Director April 25, 1996
/s/ Robert R. Harlin
Robert R. Harlin Director April 25, 1996
/s/ Clifford M. Kirtland, Jr.
Clifford M. Kirtland, Jr. Director April 25, 1996
II-6
<PAGE>
/s/ J. Hicks Lanier
J. Hicks Lanier Director April 25, 1996
/s/ R. Julian McCamy
R. Julian McCamy Director April 25, 1996
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3(a) Amended and Restated Articles of Incorporation. [Incorporated
herein by reference to Exhibit 3(a) to Registrant's
Registration Statement on Form S-3 filed with the Commission on
December 28, 1993 (File No. 33-51719).]
3(b) By-laws. [Incorporated herein by reference to Exhibit 3(b) to
Registrant's Registration Statement on Form S-3 filed with the
Commission on December 28, 1993 (File No. 33-51719).]
4(a) Specimen form of Common Stock Certificate. [Incorporated
herein by reference to Exhibit 2 to Registrant's Registration
Statement on Form 8-A filed with the Commission on May 12, 1989
(File No. 1-6853).]
4(b) Amended and Restated Articles of Incorporation, filed as
Exhibit 3(a), and By-laws of Registrant, filed as Exhibit 3(b),
are incorporated herein by reference.
4(c) Rights Agreement dated as of April 10, 1989 between Registrant
and Citizens and Southern Trust Company (Georgia), N.A., as
Rights Agent. [Incorporated herein by reference to Exhibit 1
to Registrant's Current Report on Form 8-K filed with the
Commission on May 5, 1989 (File No. 1-6853).]
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the
legality of the securities being registered.
23(a) Consent of Arthur Andersen LLP (see page immediately preceding
signature page to this Registration Statement).
23(b) The consent of Powell, Goldstein, Frazer & Murphy is contained
in its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see signature page to this Registration
Statement).
Exhibit 5
May 20, 1996
Shaw Industries, Inc.
616 East Walnut Avenue
P.O. Drawer 2128
Dalton, Georgia 30722-2128
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have served as counsel for Shaw Industries, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-4 (the
"Registration Statement"), of an aggregate of 5,000,000 shares (the "Shares") of
common stock, no par value, of the Company to be issued from time to time by the
Company as described in the Registration Statement.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization for issuance of the Shares as we have deemed it
necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
We express no opinion as to matters under or involving laws other than the
laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and, when issued as described in the Registration
Statement and upon receipt of consideration therefor as contemplated therein
will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY
