<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1998.
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 2273 58-1032521
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification No.)
organization) Classification Number)
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 LLP
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.
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If the only securities being registered on this Form are being offered
pursuant to divided or interest reinvestment plans, 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_____________________
If this Form is a post-effective amendment filed pursuant to Section
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES AMOUNT PROPOSED 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.............. 19,444,444 shares $20.00 $388,888,880 $108,111.11
- -----------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
Participating Preferred Stock(2)...... 19,444,444 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 December 1, 1998 as reported by the New York Stock Exchange.
<PAGE> 2
(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> 3
P R O S P E C T U S
19,444,444 SHARES
SHAW INDUSTRIES, INC.
COMMON STOCK
The shareholders of Shaw Industries, Inc. listed in the section
"Selling Shareholders" below are offering 19,444,444 shares of Shaw Common Stock
for sale under this Prospectus. We will not receive any proceeds from the sale
of these shares.
The selling shareholders acquired their shares of Shaw Common Stock
from the us on October 6, 1998 when Queen Carpet Corporation, a company the
selling shareholders owned at that time, merged with us.
The selling shareholders may offer their Shaw Common Stock through
public or private transactions, on or off the United States exchanges at either
prevailing market prices or privately negotiated prices.
The Shaw Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange and trades on these exchanges under the trading symbol
"SHX." On December 1, 1998, the closing price of one share of Shaw Common Stock
on the New York Stock Exchange was $20 3/16.
Our principal executive offices are located at 616 East Walnut Avenue,
Dalton, Georgia 30722 and our telephone number is (706) 278-3812.
INVESTING IN SHAW COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
--------------------
Neither the Securities and Exchange Commission, nor any State
securities commission, has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this Prospectus. Any representation to the
contrary is a criminal offense.
--------------------
The date of this Prospectus is December 3, 1998.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION.............................................................. 3
THE COMPANY...................................................................................... 5
FORWARD-LOOKING INFORMATION...................................................................... 5
RISK FACTORS..................................................................................... 5
Risks Related to Integration of Acquisition............................................. 5
The Carpet Industry is Cyclical......................................................... 6
The Carpet Industry is Competitive...................................................... 6
Risk of Increases in Raw Material Prices................................................ 6
Year 2000 Issues........................................................................ 7
Risks Associated with Pending Litigation................................................ 7
Environmental Clean-up Costs............................................................ 7
USE OF PROCEEDS.................................................................................. 7
SELLING SHAREHOLDERS............................................................................. 7
PLAN OF DISTRIBUTION............................................................................. 8
LEGAL MATTERS.................................................................................... 9
EXPERTS ........................................................................................ 10
</TABLE>
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<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
(1) Annual Report on Form 10-K for the fiscal year ended January
3, 1998;
(2) Quarterly Report on Form 10-Q for the quarter ended April 4,
1998;
(3) Quarterly Report on Form 10-Q for the quarter ended July 4,
1998;
(4) Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended July 4, 1998;
(5) Quarterly Report on Form 10-Q for the quarter ended October 3,
1998;
(6) Current Report on Form 8-K, filed on February 2, 1998;
(7) Current Report on Form 8-K, filed on April 20, 1998;
(8) Current Report on Form 8-K, filed on June 26, 1998;
(9) Current Report on Form 8-K, filed on August 24, 1998;
(10) Current Report on Form 8-K, filed on August 28, 1998;
(11) Current Report on Form 8-K/A, filed on September 2, 1998;
(12) Current Report on Form 8-K, filed on October 21, 1998; and
(13) The description of the Shaw Common Stock (including the Rights
to purchase Series A Participating Preferred Stock) contained
in our Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934.
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<PAGE> 6
You may request a copy of any of these filings, at no cost, by writing
or telephoning us at the following address:
Bennie M. Laughter, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
P. O. Drawer 2128
Dalton, Georgia 30722
(706) 278-3812
This Prospectus is part of a registration statement we filed with the
SEC (Registration No. 333-___). You should rely only on the information
incorporated by reference or provided in this Prospectus or any supplement. We
have authorized no one to provide you with different information. The selling
shareholders will not make an offer of their shares of Shaw Common Stock in any
State where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
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<PAGE> 7
THE COMPANY
Shaw Industries, Inc. is the world's largest carpet manufacturer based
on both revenue and volume of production. We design and manufacture
approximately 2,300 styles of tufted and woven carpet for residential and
commercial use under many trade names, including PHILADELPHIA, TRUSTMARK, CABIN
CRAFTS, SHAW COMMERCIAL CARPETS, STRATTON, NETWORX, SHAWMARK, EVANS BLACK,
SALEM, SUTTON, KOSSET, CROSSLEY, ABINGDON, REDBOOK, MINSTER, INVICTA, QUEEN,
TUFTEX and PATCRAFT, and under certain private labels. Our manufacturing
operations are fully integrated from the processing of yarns through the
finishing of carpet. We sell our carpet in a broad range of prices, patterns,
colors and textures with the majority of our sales in the medium to high retail
price range. We sell our products to retailers, distributors and commercial
users throughout the United States, Canada, Mexico and Australia and, to a
lesser degree, we export to additional overseas markets.
FORWARD-LOOKING INFORMATION
Certain statements included or incorporated by reference in this
Prospectus are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1933, as amended, and are subject to the safe harbor provisions
of those Acts. When used in this Prospectus or in information incorporated by
reference herein, the words "believes," "expects," "anticipates," "estimates" or
"intends," and similar expressions, are intended to identify forward-looking
statements. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
expressed or reflected in such statements. The important factors which may
affect our future results and could cause those results to differ materially
from the results expressed or reflected in the forward-looking statements
include, but are not limited to, the factors discussed in the section "Risk
Factors" below and other factors identified from time to time in our reports and
other filings with the Securities and Exchange Commission.
RISK FACTORS
In addition to the other information included or incorporated by
reference in this Prospectus, you should carefully consider the following risk
factors when evaluating an investment in shares of Shaw Common Stock.
RISKS RELATED TO INTEGRATION OF ACQUISITION
We acquired Queen Carpet Corporation in October 1998. We are currently
in the process of integrating Queen Carpet's operations into our own. We will
face significant challenges, risks and uncertainties in the integration process,
which may materially adversely
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<PAGE> 8
affect our ability to realize the benefits we anticipated when we made the Queen
Carpet acquisition. These challenges, risks and uncertainties include the
following:
- We may not be able to realize the anticipated cost savings and
synergies from combining the Shaw and Queen Carpet operations;
- The integration process may take longer than anticipated and
our management's attention may be diverted away from operating
the business to deal with integration and personnel issues;
- We may discover unanticipated liabilities, potential
liabilities and problems in the acquired operations;
- We may lose key personnel as a result of the acquisition and
consolidation of our operations.
THE CARPET INDUSTRY IS CYCLICAL
The carpet industry is cyclical in nature and is significantly affected
by general economic factors. The level of domestic carpet sales tends to reflect
fluctuations in consumer spending for durable goods and, to a lesser extent,
fluctuations in interest rates and new housing starts. Our international
operations are also impacted by the economic climates in the markets in which we
operate (primarily Australia and Mexico). Any adverse economic cycle could
decrease the overall demand for our products which, in turn, could materially
adversely affect our results of operations.
THE CARPET INDUSTRY IS COMPETITIVE
The carpet industry is highly competitive with more than 200 companies
engaged in the manufacture and sale of carpets in the United States. We also
face competition from the hard-surface floorcovering industry. According to
industry estimates, carpet accounts for approximately 70% of the total United
States production of all floorcovering types. We compete with other carpet
manufacturers principally on the basis of quality, style, price and service. We
believe that our strategically located regional warehouse facilities and
redistribution centers, together with our retail and contract distribution
network, give us a competitive advantage by enabling us to supply carpet on a
timely basis to customers. Our long-standing practice of investing in modern,
state-of-the-art equipment contributes significantly to our ability to compete
effectively on the basis of quality, style and price. Intensified competition
could, however, have a materially adverse effect on our results of operations in
the future.
RISK OF INCREASES IN RAW MATERIAL PRICES
The cost of raw materials has a significant impact on our
profitability. In particular, our business requires us to purchase large volumes
of nylon fiber, filament, synthetic backing, polyester
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and polypropylene and wool fibers and filaments, jute, latex and dye. Increases
in the cost of these raw materials could materially adversely affect our
business, results of operations and financial condition if we are unable to pass
these increases through to our customers.
YEAR 2000 ISSUES
We have completed our internal assessment of the year 2000 compliance
of the systems and technologies supporting all operations of our business. Our
assessment of external compliance readiness is ongoing. We have developed and
are implementing plans to correct identified compliance problems that would
adversely affect our operations. Our compliance remediation efforts, consisting
primarily of upgrades, replacements, specific enhancements and other corrective
measures, are proceeding on schedule. We expect to complete the majority of our
efforts in fiscal 1998 with compliance testing to follow in 1999. We have
initiated inquiries of third parties with whom we have significant business
relationships, such as customers and vendors, to assess their state of
addressing year 2000 issues that could materially and adversely impact us. We
have requested those third parties respond in writing to our inquiries that they
will be year 2000 compliant by the end of 1999. We estimate that we will incur
costs of less than $4,000,000 in connection with the year 2000 compliance
process. These costs will be expensed as incurred.
We believe the most reasonably likely worst case year 2000 scenario
would be a failure by a non-core, peripheral system or a third party system
impacting the availability of certain management information or the exchange of
data with certain customers or vendors.
We are focusing our remediation efforts on those problems which we can
reasonably be expected to influence and are currently developing a contingency
plan to address the most likely worst case scenario described above. As a
result, we anticipate no signification disruption of business. If we cannot
successfully and timely resolve our year 2000 issues, however, our business,
results of operations and financial condition could be materially adversely
affected.
RISKS ASSOCIATED WITH PENDING LITIGATION
From time to time we are subject to claims and suits arising in the
course of our business. We are currently a defendant in certain personal injury
and anti-trust lawsuits. Although we believe that we have meritorious defenses
in these lawsuits, we can give no assurance that the pending litigation will not
have a material adverse effect on our financial condition or results of
operations. In addition, we face the risk that these lawsuits, even if they are,
as we believe, without merit, could be time-consuming and costly to defend and
could divert management's attention away from operating our business.
ENVIRONMENTAL CLEANUP COSTS
We are subject to a variety of environmental laws and regulations
relating to the use, storage, discharge and disposal of hazardous materials used
in the manufacturing process. If we fail to comply with present or future
environmental regulations, we could be subject to future liabilities. In
addition, these regulations could require us to acquire costly equipment or to
incur other significant expenses to comply with environmental regulations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of Shaw Common
Stock by the selling shareholders.
SELLING SHAREHOLDERS
On October 6, 1998, we acquired Queen Carpet Corporation by means of a
merger. The selling shareholders listed in the table below were shareholders of
Queen Carpet at the time of the
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merger and received their shares of Shaw Common Stock as part of the purchase
price we paid for Queen Carpet in the merger. In connection with this
acquisition, we also agreed to register the shares of Shaw Common Stock received
by the former Queen Carpet shareholders so that they may resell their shares of
Shaw Common Stock if they so desire. The registration of these shares does not
necessarily mean that a particular selling shareholder will sell his or her
shares of Shaw Common Stock.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Number of Percentage of Shares
Owned Shares Beneficially Beneficially
Selling Prior to the Shares Being Owned After the Owned After the
Shareholder Offering Offered Offering(*) Offering(*)
- ----------- -------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Julian D. Saul(+) 116,954 116,954 0 0
Linda Saul
Schejola 77,969 77,969 0 0
Anita Saul
Family Trust 388,989 388,989 0 0
Julian D. Saul
Family Trust 11,160,724 11,160,724 0 0
Linda Saul
Schejola
Family Trust 7,699,808 7,699,808 0 0
----------
19,444,444
</TABLE>
- -------------------
(*) Assumes that all of the shares of Shaw Common Stock being offered under
this Prospectus are sold and that the selling shareholders do not
acquire any additional shares of Shaw Common Stock during this
offering.
(+) Mr. Saul serves as Executive Vice President and director of Shaw.
The selling shareholders may donate some or all of their shares of Shaw
Common Stock or may transfer shares of Shaw Common Stock to trusts, partnerships
or other entities they own or control. If that happens, we will add these donees
or transferees to the list of selling shareholders through a prospectus
supplement.
PLAN OF DISTRIBUTION
The selling shareholders and their donees or pledgees may offer their
shares of Shaw Common Stock at various times in one or more of the following
transactions:
- on any of the United States securities exchanges where our
stock is listed, including
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<PAGE> 11
the New York Stock Exchange and the Pacific Stock Exchange;
- in the over-the-counter market;
- in negotiated transactions;
- in connection with short sales of shares of Shaw Common Stock;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and
exchange-traded call options, in hedge transactions and in
settlement of other transactions in standardized or
over-the-counter options; or o in a combination of any of the
above transactions.
The selling shareholders may sell their shares of Shaw Common Stock at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their shares of
Shaw Common Stock. If this happens, broker-dealers will either receive discounts
or commissions from the selling shareholders, or they will receive commissions
from purchasers of shares of Shaw Common Stock for whom they acted as agents.
The selling shareholders and the broker-dealers they use to sell their
shares of Shaw Common Stock may be deemed to be "underwriters" under the
Securities Act of 1933 and any commission the broker-dealers receive and any
profits they may make in resale of shares of Shaw Common Stock while acting as
principals may be deemed "underwriting discounts or commissions" under that Act.
If the broker-dealers purchase shares of Shaw Common Stock from the selling
shareholders for their own accounts ("as principals"), they may make a profit by
reselling the shares of Shaw Common Stock.
We agreed to indemnify the selling shareholders against certain
liabilities, including liabilities, under the Securities Act of 1933.
LEGAL MATTERS
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, our outside
legal counsel, will issue an opinion about the legality of the shares of Shaw
Common Stock being offered by this Prospectus. Mr. Robert R. Harlin, a partner
in Powell, Goldstein, Frazer & Murphy LLP, is one of our directors.
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EXPERTS
The audited consolidated financial statements of our company included
in our Annual Report on Form 10-K and incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
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<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of expenses to be borne by the Registrant
in connection with the shares of Shaw Common Stock being registered hereby:
<TABLE>
<S> <C>
SEC Registration Fee...................................... $108,111.11
Accounting Fees and Expenses.............................. $ 20,000.00
Legal Fees and Expenses................................... $ 50,000.00
Miscellaneous............................................. $ 21,888.89
Total..................................................... $200,000.00
</TABLE>
The foregoing expenses, except for the SEC Registration Fee, are
estimated. The selling shareholders will not bear any of the foregoing expenses.
ITEM 15. 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.
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<PAGE> 14
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 NationsBank, N.A., as successor to 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 LLP as to the
legality of the securities being registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP (contained
in their opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
99(a) Agreement and Plan of Merger dated August 13, 1998, among Shaw
Industries, Inc., Chessman Acquisition Corp., Queen Carpet
Corporation, Julian Saul, Linda Saul Schejola, Anita Saul
Family Trust, Julian Saul Family Trust, and Linda Saul
Schejola Family Trust. [Incorporated herein by reference to
Exhibit 99.1 to Registrant's Current Report on Form 8-K filed
with the Commission on August 28, 1998].
99(b) First Amendment to Agreement and Plan of Merger dated October
6, 1998,
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 herein by reference to Exhibit 99.2 to
Registrant's Current Report on Form 8-K filed with the
Commission on October 21, 1998].
</TABLE>
ITEM 17. 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;
and
(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 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
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offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and 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 October 29, 1998.
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 W. NORRIS LITTLE, KENNETH G. JACKSON 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, to sign
any related registration statements pursuant to Rule 462(b) of the Securities
Act of 1933, 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> 18
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT E. SHAW Chairman of the Board, October 29, 1998
- ------------------------------ Chief Executive Officer and
Robert E. Shaw Director (Principal Executive
Officer)
/s/ KENNETH G. JACKSON Vice President and Chief October 29, 1998
- ------------------------------ Financial Officer (Principal
Kenneth G. Jackson Financial and Accounting
Officer)
/s/ J. C. SHAW Chairman Emeritus and October 29, 1998
- ------------------------------ Director
J. C. Shaw
/s/ W. NORRIS LITTLE President, Chief Operating October 29, 1998
- ------------------------------ Officer and Director
W. Norris Little
/s/ WILLIAM C. LUSK, JR. Director October 29, 1998
- ------------------------------
William C. Lusk, Jr.
/s/ THOMAS G. COUSINS Director October 29, 1998
- ------------------------------
Thomas G. Cousins
/s/ S. TUCKER GRIGG Director October 29, 1998
- ------------------------------
S. Tucker Grigg
/s/ ROBERT R. HARLIN Director October 29, 1998
- ------------------------------
Robert R. Harlin
/s/ J. HICK LANIER Director October 29, 1998
- ------------------------------
J. Hicks Lanier
</TABLE>
II-6
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ ROBERT J. LUNN Director October 29, 1998
- ------------------------------
Robert J. Lunn
/s/ R. JULIAN MCCAMY Director October 29, 1998
- ------------------------------
R. Julian McCamy
Director _________________
- ------------------------------
Julian D. Saul
</TABLE>
II-7
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 NationsBank, N.A., as successor to 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 LLP as to the
legality of the securities being registered.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP (contained
in its opinion filed as Exhibit 5).
24 Power of Attorney (see signature pages to this Registration
Statement).
</TABLE>
<PAGE> 21
<TABLE>
<S> <C>
99(a) Agreement and Plan of Merger dated August 13, 1998, among Shaw
Industries, Inc., Chessman Acquisition Corp., Queen Carpet
Corporation, Julian Saul, Linda Saul Schejola, Anita Saul
Family Trust, Julian Saul Family Trust, and Linda Saul
Schejola Family Trust. [Incorporated herein by reference to
Exhibit 99.1 to Registrant's Current Report on Form 8-K filed
with the Commission on August 28, 1998].
99(b) 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. [Incorporated herein by reference
to Exhibit 99.2 to Registrant's Current Report on Form 8-K
filed with the Commission on October 21, 1998].
</TABLE>
<PAGE> 1
EXHIBIT 5
[Powell, Goldstein, Frazer & Murphy LLP letterhead]
December 3, 1998
Shaw Industries, Inc.
616 East Walnut Avenue
P.O. Drawer 2128
Dalton, Georgia 30722-2128
Re: Registration Statement on Form S-3
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-3 (the "Registration Statement"), of an aggregate of 19,444,444 shares (the
"Shares") of common stock, no par value, of the Company to be offered and sold
from time to time by certain selling shareholders of 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, validly issued, fully paid and non-assessable.
<PAGE> 2
Shaw Industries, Inc.
December 3, 1998
Page 2
Exhibit 5 to the Registration Statement
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,
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE> 1
EXHIBIT 23(a)
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 20, 1998 included and incorporated by reference in Shaw Industries,
Inc.'s Annual Report on Form 10-K for the year ended January 3, 1998 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 2, 1998
