SHAW INDUSTRIES INC
10-Q, 1998-05-18
CARPETS & RUGS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------


                                    FORM 10-Q


(Mark One)
|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended                       April 4, 1998
                               -----------------------------------

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from________________________to________________________


                          Commission file number 1-6853

                              SHAW INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         GEORGIA                                                 58-1032521
- --------------------------------------------------------------------------------
(State or other jurisdiction                                  (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

616 E. WALNUT AVENUE,    DALTON, GEORGIA                                30720
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (706) 278-3812

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
     Former name,  former  address and former fiscal year, if changed since last
report.

     Indicate  by check  |X|whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| . No ______.

     APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate  the  number  of  shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date: May 11, 1998 - 121,058,054 shares


<PAGE>


                              SHAW INDUSTRIES, INC.
                                    FORM 10-Q
                                      INDEX






PART I - FINANCIAL INFORMATION                                      PAGE NUMBERS
         ---------------------                                      ------------

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets - April 4, 1998
                  and January 3, 1998                                        3-4

                  Condensed Consolidated Statements of Income and Retained
                           Earnings -  For the Three Months Ended
                           April 4, 1998 and  March 29, 1997                   5


                  Condensed Consolidated Statements of Cash Flow -
                           For the Three Months Ended April 4, 1998
                           and March 29, 1997                                  6

                  Notes to Condensed Consolidated Financial Statements       7-8

         Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results of Operations          9-10


PART II - OTHER INFORMATION                                                10-11
          -----------------
SIGNATURES                                                                    12


                                       2


<PAGE>


PART 1 - ITEM ONE - FINANCIAL INFORMATION
SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)


ASSETS                                        April 4,       January 3,
                                               1998            1998
                                            -----------    -----------
                                            (UNAUDITED)
CURRENT ASSETS:
    Cash and cash equivalents ...........   $    23,363    $    43,571
                                            -----------    -----------
    Accounts receivable, less
      allowance for doubtful accounts and
      discounts of $17,961 and $16,283 ..       381,062        374,516
                                            -----------    -----------

    Inventories -
      Raw materials .....................       231,929        235,820
      Work-in-process ...................        31,394         23,584
      Finished goods ....................       273,314        270,655
                                            -----------    -----------
                                                536,637        530,059
                                            -----------    -----------
    Other current assets ................        75,927        118,267
                                            -----------    -----------
                  TOTAL CURRENT ASSETS ..     1,016,989      1,066,413
                                            -----------    -----------

   PROPERTY, PLANT AND EQUIPMENT,
      At cost:
    Land and land improvements ..........        26,181         27,827
    Buildings and leasehold improvements        288,009        299,090
    Machinery and equipment .............       963,331        987,561
    Construction in progress ............        73,805         69,345
                                            -----------    -----------
                                              1,351,326      1,383,823
    Less - Accumulated depreciation and
           amortization .................      (745,576)      (759,444)
                                            -----------    -----------
                                                605,750        624,379
                                            -----------    -----------

   GOODWILL, net ........................       234,429        236,209
                                            -----------    -----------
   INVESTMENT IN JOINT VENTURE ..........        20,650         21,269
                                            -----------    -----------
   OTHER ASSETS .........................        20,596         19,344
                                            -----------    -----------
                  TOTAL ASSETS ..........   $ 1,898,414    $ 1,967,614
                                            ===========    ===========


                                       3


<PAGE>


LIABILITIES AND SHAREHOLDERS' INVESTMENT


                                             April 4,        January 3,
                                               1998             1998
                                            -----------    -----------
                                            (UNAUDITED)
CURRENT LIABILITIES:
    Notes payable .......................   $         9    $        10
    Current maturities of long-term debt            333          2,752
    Accounts payable ....................       168,704        161,964
    Accrued liabilities .................       162,519        160,728
                                            -----------    -----------
         TOTAL CURRENT LIABILITIES ......       331,565        325,454
                                            -----------    -----------

   LONG-TERM DEBT, less current maturities      977,838        930,424
                                            -----------    -----------
   DEFERRED INCOME TAXES ................        63,809         61,689
                                            -----------    -----------
   OTHER LIABILITIES ....................        11,421         12,513
                                            -----------    -----------

   SHAREHOLDERS' INVESTMENT:
    Common stock, no par, $1.11 stated value,
     authorized 500,000,000 shares; issued and
     outstanding: 120,661,854 shares at
     April 4, 1998 and 131,118,065 shares
     at January 3, 1998 .................       133,936        145,542
    Paid-in capital .....................             0         54,745
    Cumulative translation adjustment ...        (2,416)          (620)
    Retained earnings ...................       382,261        437,867
                                            -----------    -----------
         TOTAL SHAREHOLDERS' INVESTMENT .       513,781        637,534
                                            -----------    -----------

         TOTAL LIABILITIES AND SHAREHOLDERS'
           INVESTMENT ...................   $ 1,898,414    $ 1,967,614
                                            ===========    ===========




     The accompanying notes are an integral part of these consolidated financial
statements.


                                       4


<PAGE>


SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
                                              THREE MONTHS  THREE MONTHS
                                                 ENDED          ENDED
                                                April 4,      March 29,
                                                  1998          1997
                                               ---------     ---------

   NET SALES ...............................   $ 864,985     $ 808,653
   COSTS AND EXPENSES:
     Cost of sales .........................     646,114       608,563
     Selling, general and administrative ...     168,148       167,397
     Pre-opening expenses, retail operations         209         1,760
     Interest expense, net .................      15,227        13,728
     Other expense(income), net ............       2,633          (484)
                                               ---------     ---------
   INCOME BEFORE INCOME TAXES ..............      32,654        17,689
   PROVISION FOR INCOME TAXES ..............      13,368         7,624
                                               ---------     ---------
   INCOME BEFORE EQUITY IN INCOME OF JOINT
    VENTURE ................................      19,286        10,065
   EQUITY IN INCOME OF JOINT VENTURE .......         219           683
                                               =========     =========
   NET INCOME ..............................   $  19,505     $  10,748
                                               =========     =========

   DIVIDENDS PAID PER COMMON SHARE .........   $   0.075     $   0.075
                                               =========     =========

   EARNINGS PER COMMON SHARE:
     Basic and diluted basis - .............   $    0.15     $    0.08
                                               =========     =========


   RETAINED EARNINGS:
     Beginning of period ...................   $ 437,867     $ 448,939
     Add - net income ......................      19,505        10,748
     (Deduct) - dividends paid .............      (9,834)       (9,983)
     (Deduct) - purchase and retirement
                of common stock ............     (65,277)         --
                                               ---------     ---------
     End of period .........................   $ 382,261     $ 449,704
                                               =========     =========

     The accompanying notes are an integral part of these consolidated financial
statements.


                                       5


<PAGE>


SHAW INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOW                                      THREE MONTHS  THREE MONTHS
(UNAUDITED AND IN THOUSANDS)                       ENDED        ENDED
                                                  April 4,    March 29,
                                                    1998        1997
                                                 ---------    --------
OPERATING ACTIVITIES:
    Net income ...............................   $  19,505    $ 10,748
                                                 ---------    --------
    Adjustments to reconcile net income
     to net cash provided by operating
     activities:
      Depreciation and amortization ..........      20,960      23,727
      Provision for doubtful accounts ........       2,207       2,033
      Deferred income taxes ..................       3,060        (930)
      Other, net .............................      (4,499)    (14,529)
      Changes in operating assets and
      liabilities, net of acquisitions:
           Accounts receivable ...............     (40,435)     (7,470)
           Inventories .......................     (51,110)    (40,585)
           Other current assets ..............      40,125       2,951
           Accounts payable ..................      25,513      11,061
           Accrued liabilities ...............       9,713      (4,117)
                                                 ---------    --------
             Total adjustments ...............       5,534     (27,859)
                                                 ---------    --------
      Net cash provided (used) by operating
       Activities ............................      25,039     (17,111)
                                                 ---------    --------
   INVESTING ACTIVITIES:
    Additions to property, plant and equipment     (19,828)    (24,866)
    Disposal of U.K. assets ..................     (16,566)       --
    Acquisitions of business assets ..........        --       (28,026)
                                                 ---------    --------
      Net cash used in investing activities ..     (36,394)    (52,892)
                                                 ---------    --------
   FINANCING ACTIVITIES:
    Decrease in notes payable ................          (1)    (38,605)
    Increase in long-term debt ...............     132,611      88,147
    Dividends paid ...........................      (9,834)     (9,983)
    Purchase and retirement of common stock ..    (133,630)       --
    Proceeds from exercise of stock options ..       2,001         153
                                                 ---------    --------
      Net cash (used)provided by financing
        Activities ...........................      (8,853)     39,712
                                                 ---------    --------
   NET (DECREASE)IN CASH AND CASH
     EQUIVALENTS .............................     (20,208)    (30,291)
   CASH AND CASH EQUIVALENTS AT BEGINNING
     OF PERIOD ...............................      43,571      49,581
                                                 =========    ========
   CASH AND CASH EQUIVALENTS AT END OF PERIOD    $  23,363    $ 19,290
                                                 =========    ========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       6


<PAGE>


                     SHAW INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
         ---------------------------------------------------------------

1. Basis of Presentation
     The financial statements included herein have been prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations,  although the Company believes that the disclosures are adequate to
make the information not misleading.  These financial  statements should be read
in conjunction with the financial  statements and related notes contained in the
Company's  1997 Annual  Report on Form 10-K. In the opinion of  management,  the
accompanying unaudited financial statements contain all adjustments necessary to
present fairly the Company's financial position,  results of operations and cash
flow at the dates and for the periods  presented.  Interim results of operations
are not necessarily indicative of the results to be expected for a full year.

2. Inventories
     The  Company  uses  the  last-in,   first-out   (LIFO)  method  of  valuing
substantially all of its domestic  inventories.  If LIFO inventories were valued
at current costs,  the inventories  would have been  $11,259,000 and $11,707,000
lower at April 4, 1998 and January 3, 1998, respectively.  The Company's foreign
inventories  and certain of its finished goods  inventories,  representing  20.2
percent of total  inventories,  are valued at the lower of  first-in,  first-out
(FIFO) cost or market.

3. Long-term Debt
     In March  1998,  the  Company  completed a new  domestic  revolving  credit
facility  which  provides  for  borrowings  of up to $1.0 billion and expires in
March 2003. The  borrowings  bear interest at variable rates equal to the London
Interbank  Offered Rate (LIBOR) plus margins ranging from 0.220 percent to 0.750
percent,  depending on the Company's consolidated funded debt to earnings ratio,
as defined. Fees associated with the domestic revolving credit agreement include
a facility fee on the committed  amount  ranging from 0.10 percent 0.25 percent.
The  LIBOR-based  rate  at  April  4,  1998  was  6.24  percent  and  borrowings
outstanding under this new facility totaled $898,000,000.

4. Purchase and Retirement of Common Stock

     In March 1998, the Company purchased approximately 10,622,000 shares of its
common stock under a "Dutch  Auction" tender offer at a purchase price of $12.50
per share which represented  approximately 8.1 percent of its shares outstanding
at the time of the tender offer.

5. Disposal of Carpets International, Plc

     On  April  3,  1998  the  Company  completed  the  disposition  of  Carpets
International, Plc, the Company's wholly owned U.K. subsidiary which resulted in
a liquidation  of certain  assets,  net of  liabilities  of $16.6  million.  The
disposal  resulted in a charge to earnings of  $20,300,000,  net of tax benefit,
which was recorded in the fourth  quarter of the Company's year ended January 3,
1998.

6. Earnings Per Share

     The Company adopted SFAS No. 128,  "Earnings Per Share,"  effective January
3, 1998.  Earnings  per share for the quarter  ended April 4, 1998 and March 29,
1997 have been  computed  based upon the  weighted  average  shares and dilutive
potential  common shares  outstanding.  The net income amounts  presented in the
accompanying  condensed  consolidated  statements  of income  represent  amounts
available or related to shareholders.


                                       7


<PAGE>


     The following  table  reconciles  the  denominator of the basic and diluted
earnings per share computations:

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                         April 4, 1998   March 29, 1997
   ---------------------------------------------------- --------------   --------------
<S>                                                       <C>             <C>        
   Weighted average common shares .....................   128,902,035     133,041,617
   Incremental shares from assumed
       conversions of options under 1987 and
       1992 incentive stock option plans ..............       394,059         443,681
   ----------------------------------------------------   -----------     -----------
   Weighted average common shares and
       dilutive potential common shares ...............   129,296,094     133,485,298
   ----------------------------------------------------   -----------     -----------

</TABLE>

7. Derivative Financial Instruments

     The Company uses interest  rate swaps to fix interest  rates on current and
anticipated  borrowings to reduce exposure to interest rate fluctuations.  Under
existing accounting  literature,  these interest rate swaps are accounted for as
hedging  activities.  The net cash paid or received  on interest  rate hedges is
included in interest  expense.  The  Company  may also employ  foreign  currency
exchange  contracts when, in the normal course of business,  they are determined
to effectively manage and reduce foreign currency exchange  fluctuation risk. At
April  4,  1998,  the  Company  had  no  foreign  currency  exchange   contracts
outstanding.   The  Company  does  not  enter  into  financial  derivatives  for
speculative or trading purposes.

8. Comprehensive Income

     Effective  January 4, 1998,  the Company  adopted SFAS No. 130,  "Reporting
Comprehensive   Income,"  which  requires   additional   disclosure  of  amounts
comprising  comprehensive  income. The Company has other comprehensive income in
the  form  of  cumulative  translation   adjustments  which  resulted  in  total
comprehensive income of $17,709,000 and $11,363,000 for the quarters ended April
4, 1998 and March 29, 1997, respectively.


                                       8


<PAGE>


                     SHAW INDUSTRIES, INC. AND SUBSIDIARIES
                ITEM TWO-MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- --------------------------------------------------------------------------------
GENERAL

     The Company's business,  as well as the U.S. carpet industry in general, is
cyclical in nature and is significantly affected by general economic conditions.
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.  The Company's  international  operations are also
impacted  by the  economic  climates  in  the  markets  in  which  they  operate
(primarily the United Kingdom,  Australia and Mexico).  During the first quarter
of 1998,  demand for the Company's  domestic  wholesale  manufacturing  business
improved  substantially  over that of the first  quarter  of 1997,  while  sales
prices were  comparable and margins  improved  slightly.  International  markets
improved  in late 1997 and the first  quarter  of 1998,  but  sales  prices  and
margins  declined  slightly in the first  quarter of 1998  compared to the first
quarter of 1997.

     During  the  quarter  ended  April 4,  1998  net  sales  for the  Company's
residential  retail and commercial  contractor  business  totaled $221.1 million
compared to $197.9  million for the quarter  ended March 29,  1997.  At April 4,
1998 the Company has 351 residential retail and commercial  contractor locations
throughout  the United  States.  The  Company  believes  that by  combining  the
resources of the manufacturer and retailer and developing a commercial  contract
distribution  network,  it can provide a full range of products  and services to
more  effectively  meet  the  needs  of the end  user of  both  residential  and
commercial carpet products at significantly  improved  margins.  As part of this
strategy, the Company continues its efforts to develop an alignment program with
dealers  of both  residential  and  commercial  carpet  products  to  provide  a
collection  of services,  benefits and programs that will  encourage  dealers to
purchase more from the Company.  At April 4, 1998, the Company has approximately
1,500 aligned dealers.

LIQUIDITY AND CAPITAL RESOURCES

     At April 4, 1998,  the  Company had working  capital of $685.4  million,  a
decrease of $55.6 million,  or 7.5 percent,  from the working  capital of $741.0
million at January 3, 1998.  Cash and cash  equivalents  decreased $20.2 million
from $43.6  million at  January 3, 1998 to $23.4  million at April 4, 1998.  The
Company's  operations  generated cash flow of $25.0 million in the first quarter
of 1998,  principally from net income of $19.5 million adjusted for depreciation
and amortization for $21.0 million,  a decrease in other current assets of $40.1
million and an increase in  accounts  payable and accrued  liabilities  of $35.2
million,  offset in part by increases in accounts  receivable and inventories of
$91.5 million.  In the first quarter of 1997, cash used by operating  activities
was $17.1 million primarily as a result of increases in accounts  receivable and
inventories  of $48.1  million,  offset in part by net  income of $10.7  million
adjusted for depreciation and amortization  $23.7 million.  In the first quarter
of 1998,  the Company's  investing  activities  included  additions to property,
plant and equipment, net of retirements, of $19.8 million and the liquidation of
Carpets International,  Plc (U.K.) assets, net of liabilities,  of $16.6 million
compared to additions to property, plant and equipment,  net of retirements,  of
$24.9 million and  acquisitions of business assets of $28.0 million in the first
quarter of 1997. Cash used by financing activities for the first quarter of 1998
of $8.9 million  included the purchase and  retirement of common stock of $133.6
million and the payment of cash dividends of $9.8 million,  offset in part by an
increase  in  long-term  borrowings,  net of  payments,  of $132.6  million  and
proceeds from the exercise of stock options of $2.0 million.  Cash flow provided
by financing  activities for the first quarter of 1997 of $39.7 million included
an increase in long-term borrowings,  net of payments, of $88.1 million,  offset
in part by cash  dividends  of $10.0  million and  payments on notes  payable of
$38.6 million.

     The Company has continued to maintain a strong  working  capital  position.
Effective  use of capital and the  Company's  ability to generate cash flow from
operations  has enabled it to invest in  technologies  which  reduce  production
costs,  generate  operating  margins that have  historically  exceeded  industry
averages and implement its retail strategy.

     Capital expenditures for property,  plant and equipment, net of retirements
necessary  to maintain the  Company's  facilities  in a modern  state-of-the-art
condition  and expand its  production  capacity were $19.8 million for the three
months ended April 4, 1998.  Management  anticipates total capital  expenditures
and capitalized lease obligations of approximately $50 million for the remainder
of 1998 to expand and upgrade its  manufacturing  and distribution  equipment to
meet anticipated increases in sales volume, to improve efficiency and to upgrade
its current retail operations.

     The Company's primary source of financing is an unsecured  revolving credit
facility with a banking  syndicate  which  provides for borrowings of up to $1.0
billion and expires in March 2003. Interest on borrowings under this facility is
currently  based on LIBOR,  and was 6.24  percent at April 4, 1998.  At April 4,
1998, borrowings outstanding under this credit facility were $898.0 million.

                                       9

<PAGE>

RESULTS OF OPERATIONS
Three Months Ended April 4, 1998 Compared To Three Months Ended March 29, 1997

     Net sales increased $56.3 million, or 7.0 percent, to $865.0 million in the
first quarter of 1998.  The increase was primarily  attributable  to incremental
net sales of $23.2  million  related to the  residential  retail and  commercial
contract  business and an increase in the net sales volumes of $33.1 million for
the  Company's  wholesale  manufacturing  operations  in both the  domestic  and
international  markets.  Gross margin as a percentage of net sales  increased .6
percent to 25.3  percent  in the first  quarter  of 1998  compared  to the first
quarter for 1997,  primarily due to improved  sales product mix and increases in
the  efficiency  relationships  of  volume  and  fixed  costs  for the  domestic
wholesale manufacturing business.

     Selling,  general and administrative expenses for the first quarter of 1998
were $168.1 million,  or 19.4 percent of net sales,  compared to $167.4 million,
or 20.7  percent of net sales,  in the  comparable  period of 1997.  Pre-opening
expenses  related to the retail  operations  totaled  $0.2 million for the first
quarter of 1998 compared to $1.8 million for the first quarter of 1997. Interest
expense, net increased to $15.2 million for the first quarter of 1998 from $13.7
million for the first quarter of 1997 as a result of higher borrowings.

     The effective  income tax rate for the first  quarter of 1998  decreased to
40.9 percent  compared to 43.1 percent for the first quarter of 1997 due to more
profitable  foreign  operations  in 1998  which are  taxed at a lower  effective
income tax rate.

FOREIGN OPERATIONS

     The  Company's  primary  foreign   operations  are  conducted  through  its
Australian  subsidiaries,  where the functional  currency is Australian dollars.
Fluctuations  in the value of  foreign  currencies  create  exposures  which can
impact the Company's operating results.  The Company may employ foreign currency
forward  exchange  contracts  when, in the normal  course of business,  they are
determined to effectively manage and reduce such exposure.  The Company does not
enter into foreign currency forward exchange  contracts for speculative  trading
purposes.

                           PART II - OTHER INFORMATION

ITEM ONE - LEGAL PROCEEDINGS

     The  Company  is a party to  several  lawsuits  incidental  to its  various
activities and incurred in the ordinary course of business. The Company believes
that it has  meritorious  claims and defenses in each case.  After  consultation
with counsel,  it is the opinion of management  that,  although  there can be no
assurance  given,  none of the associated  claims,  when  resolved,  will have a
material adverse effect upon the Company.

     From time to time,  the  Company is subject to claims and suits  arising in
the course of its  business.  The Company is a defendant  in certain  litigation
alleging  personal injury  resulting from personal  exposure to volatile organic
compounds  found  in  carpet  produced  by  the  Company.  The  complaints  seek
injunctive relief and unspecified  money damages on all claims.  The Company has
denied any liability.  The Company believes that it has meritorious defenses and
that the  litigation  will not have a material  adverse  effect on the Company's
financial condition or results of operations.

     In June 1994, the Company and several other carpet manufacturers received a
grand jury subpoena from the Antitrust  Division of the United States Department
of Justice relating to an investigation of the industry.  In October,  1997, the
Company  received  formal  notification  from the Department of Justice that the
investigation has been closed. In December 1995, the Company learned that it was
one  of six  carpet  companies  named  as  additional  defendants  in a  pending
antitrust suit filed in the United States District Court in Rome,  Georgia.  The
amended  complaint  alleges  price-fixing  regarding  certain  types  of  carpet
products in  violation  of Section 1 of the Sherman  Act.  The amount of damages
sought is not specified.  If any damages were to be awarded, they may be trebled
under the applicable  statute.  The Company has filed an answer to the complaint
that  denies  plaintiffs'  allegations  and  sets  forth  several  defenses.  In
September  1997,  the Court issued an order  certifying  a nationwide  plaintiff
class of persons and  entities who  purchased  "mass  production"  polypropylene
carpet  directly from any of the  defendants  from June 1, 1991 through June 30,
1995, excluding, among others, any persons or entities whose only purchases were
from any of the Company's  retail  establishments.  Discovery  began in November
1997. The Company is also a party to two  consolidated  lawsuits  pending in the
Superior  Court of the State of  California,  City and County of San  Francisco,
both of which were brought on behalf of purported  class of indirect  purchasers
of  carpet  in the  State of  California  and which  seek  damages  for  alleged
violations  of  California  antitrust  and fair  competition  laws.  The Company
believes that it has meritorious  defenses to plaintiffs' claims in the lawsuits
described  in this  paragraph  and intends to defend these  actions  vigorously.
After consultation with counsel,  it is the opinion of management that, although
there can be no assurance given, none of the claims described in this paragraph,
when resolved, will have a material adverse effect upon the Company.

                                       10

<PAGE>

     The Company is subject to a variety of environmental  regulations  relating
to the use, storage,  discharge and disposal of hazardous  materials used in its
manufacturing  processes.  Failure by the  Company to comply  with  present  and
future  regulations could subject it to future  liabilities.  In addition,  such
regulations  could require the Company to acquire  costly  equipment or to incur
other significant expenses to comply with environmental regulations. The Company
is not involved in any material environmental proceedings.

     At the end of the quarter ended April 4, 1998,  there were no other pending
legal  proceedings  to which  the  Company  was a party  or to which  any of its
property was subject which, in the opinion of management,  were likely to have a
material  adverse  effect on the  Company's  business,  financial  condition  or
results of operations.

ITEM TWO - CHANGES IN SECURITIES
                  None

ITEM THREE - DEFAULTS UPON SENIOR SECURITIES
                  None

ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  None

ITEM FIVE - OTHER INFORMATION
                  None

ITEM SIX - EXHIBITS AND REPORTS ON FORM 8-K
                  (A)  Exhibits
                          27     - Financial Data Schedule

     Shareholders  may obtain  copies of Exhibits  without  charge upon  written
request to the Corporate  Secretary,  Shaw  Industries,  Inc., Mail drop 061-22,
P.O. Drawer 2128, Dalton, Georgia 30722-2128.

                  (B)    No  reports  on Form 8-K have  been  filed  during  the
                         fiscal quarter ended April 4, 1998.


                                       11


<PAGE>


                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                      SHAW INDUSTRIES, INC.

                                       (The Registrant)


DATE:    May 18, 1998                 s/ Robert E. Shaw
- ---------------------                 -----------------
                                      Robert E. Shaw
                                      Chairman of the Board, Chief Executive
                                      Officer and President


DATE:    May 18, 1998                 /s/ Kenneth G. Jackson
- ---------------------                 ----------------------
                                      Kenneth G. Jackson
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)


                                       12


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS OF SHAW INDUSTRIES,  INC. AND SUBSIDIARIES
AS OF APRIL 4, 1998 AND THE RELATED CONDENSED CONSOLIDATED  STATEMENTS OF INCOME
AND CASH FLOWS FOR THE THREE  MONTHS ENDED APRIL 4, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

NOTE:  EARNINGS PER SHARE (E.P.S.) HAVE BEEN  CALCULATED IN ACCORDANCE WITH FASB
128.
</LEGEND>

       
<S>                                                          <C>
<PERIOD-TYPE>                                                3-MOS
<FISCAL-YEAR-END>                                            JAN-02-1999
<PERIOD-END>                                                 APR-04-1998
<CASH>                                                       23,363,000
<SECURITIES>                                                 0
<RECEIVABLES>                                                381,062,000
<ALLOWANCES>                                                 17,961,000
<INVENTORY>                                                  536,637,000
<CURRENT-ASSETS>                                             1,016,989,000
<PP&E>                                                       1,351,326,000
<DEPRECIATION>                                               745,576,000
<TOTAL-ASSETS>                                               1,898,414,000
<CURRENT-LIABILITIES>                                        313,565,000
<BONDS>                                                      0
                                        0
                                                  0
<COMMON>                                                     133,936,000
<OTHER-SE>                                                   379,845,000
<TOTAL-LIABILITY-AND-EQUITY>                                 1,898,414,000
<SALES>                                                      864,985,000
<TOTAL-REVENUES>                                             864,985,000
<CGS>                                                        646,114,000
<TOTAL-COSTS>                                                646,114,000
<OTHER-EXPENSES>                                             168,783,000
<LOSS-PROVISION>                                             2,207,000
<INTEREST-EXPENSE>                                           15,227,000
<INCOME-PRETAX>                                              32,654,000
<INCOME-TAX>                                                 13,368,000
<INCOME-CONTINUING>                                          19,286,000
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                                 19,505,000
<EPS-PRIMARY>                                                .15
<EPS-DILUTED>                                                .15
        


</TABLE>


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