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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. _____)(1)
THE MAXIM GROUP, INC.
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(Name of Issuer)
Common Stock, $.0001 Par Value Per Share
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(Title of Class of Securities)
820286-10-2
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(CUSIP Number)
Bennie M. Laughter, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue, Dalton, Georgia 30720
(706) 275-1018
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 820286-10-2 13D PAGE 2 OF 10 PAGES
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<TABLE>
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
Shaw Industries, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
58-1032521
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
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7 SOLE VOTING POWER
3,150,000**
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,150,000**
WITH
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,150,000**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.38% after giving effect to the consummation of the transactions described herein***
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14 TYPE OF REPORTING PERSON *
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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** Acquisition of such shares is conditioned upon the occurrence of
certain events specified in the Merger Agreement (as hereinafter
defined) incorporated by reference as Exhibit 99.1 to this Schedule
13D.
*** As of June 23, 1998, there were 16,079,677 shares of Common Stock of
the Issuer issued and outstanding.
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CUSIP NO. 820286-10-2 13D PAGE 3 OF 10 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, $.0001 par
value per share (the "Common Stock"), of The Maxim Group, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 210 TownPark Drive, Kennesaw, Georgia 30144.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Shaw
Industries, Inc., a Georgia corporation ("Shaw").
(b) The address of the principal office and principal place of
business of Shaw is 616 East Walnut Avenue, Dalton, Georgia 30720. As its
principal business, Shaw manufactures and sells carpeting and rugs throughout
the United States, the United Kingdom, Australia and Mexico, and exports to
Canada and many other countries. Shaw designs and manufactures approximately
2,600 styles of tufted and woven carpet for residential and commercial uses.
(c) Set forth in Schedule I is the (a) name, (b) residence or
business address, (c) present principal occupation or employment, and (d) name,
principal business and address of any corporation or other organization in
which such employment is conducted of each of Shaw's directors and executive
officers as of the date hereof. Each such person listed on Schedule I is a
citizen of the United States. During the past five years, neither Shaw nor, to
Shaw's knowledge, any person named in Schedule I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(d) During the past five years, neither Shaw nor, to Shaw's
knowledge, any person named in Schedule I to this Schedule 13D, was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Pursuant to an Agreement and Plan of Merger dated as of June 23, 1998
(the "Merger Agreement") among Shaw, the Issuer, CMAX Acquisition, Inc.
("Subsidiary") and Shaw Carpet Showplace, Inc. ("Target"), and subject to the
conditions set forth therein (including federal regulatory approvals),
Subsidiary will be merged (the "Merger") with and into Target in accordance
with the Merger Agreement. Target will continue to exist as the surviving
corporation to the Merger and a wholly owned subsidiary of the Issuer. Under
the terms of the Merger Agreement, at the effective time of the Merger, the
Issuer will issue to Shaw, as part of the Merger consideration, 3,150,000
shares of Common Stock. In connection with the Merger, and as a condition to
the consummation thereof, Shaw and the Issuer will enter into a Shareholder's
Agreement pursuant to which, among other things, Shaw will agree for a period
of one year following the effective time of the Merger not to acquire in excess
of 25% of the outstanding Common Stock of the Issuer and the Issuer will grant
to Shaw certain registration rights with respect to the 3,150,000 shares of
Common Stock to be acquired in the Merger.
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CUSIP NO. 820286-10-2 13D PAGE 4 OF 10 PAGES
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The description of the Merger and the Merger Agreement contained in
this Schedule 13D are qualified in their entirety by reference to the copy of
the Merger Agreement included as Exhibit 99.1 to this Schedule 13D and
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, Shaw will acquire the
3,150,000 shares of Common Stock of the Issuer upon and as a result of the
acquisition by the Issuer of Target in the Merger of Subsidiary with and into
Target.
The Merger Agreement contains customary representations and warranties
on the part of Shaw, the Issuer, Target and Subsidiary, and the consummation of
the Merger is subject to customary closing conditions, including, without
limitation, approval by federal regulatory agencies.
(c) Not applicable.
(d) Not applicable.
(e) Other than as a result of the Merger described in Item 3
above, not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than as described in the Merger Agreement, Shaw
currently has no plans or proposals which relate to, or would result in, any of
the matters listed in Items 4(a) - (j) of Schedule 13D, except that Shaw may
acquire additional shares of the Common Stock of the Issuer but in no event
will Shaw acquire in excess of 25% of the outstanding Common Stock of the
Issuer in the one-year period following the effective time of the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Upon consummation of the Merger, Shaw will own beneficially
and of record 3,150,000 shares of Common Stock, representing 16.38% of the
issued and outstanding shares of Common Stock of the Issuer as of June 23,
1998. At the effective time of the Merger, Shaw will have sole voting and
dispositive power over such shares.
To Shaw's knowledge, no shares of Common Stock of the Issuer are
beneficially owned by any of the persons named in Schedule I.
(c) Neither Shaw, nor, to Shaw's knowledge, any person named in
Schedule I, has effected any transaction in Common Stock of the Issuer during
the past 60 days.
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CUSIP NO. 820286-10-2 13D PAGE 5 OF 10 PAGES
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as described herein, to Shaw's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among Shaw or any of the persons named in Schedule I and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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CUSIP NO. 820286-10-2 13D PAGE 6 OF 10 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated June
23, 1998, among The Maxim Group, Inc., CMAX
Acquisition, Inc., Shaw Industries, Inc.,
and Shaw Carpet Showplace, Inc., and forms
of Subordinated Promissory Note and
Shareholder's Agreement attached thereto as
Exhibits B and C, respectively.
[Incorporated by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
June 26, 1998 (File No. 1-6853).]
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CUSIP NO. 820286-10-2 13D PAGE 7 OF 10 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 1, 1998 SHAW INDUSTRIES, INC.
By: /s/ Bennie M. Laughter
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Bennie M. Laughter
Vice President, Secretary and General
Counsel
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CUSIP NO. 820286-10-2 13D PAGE 8 OF 10 PAGES
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SCHEDULE I
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NAME OF SHAW
DIRECTOR OR EXECUTIVE PRINCIPAL OCCUPATION NAME AND
OFFICER OR EMPLOYMENT BUSINESS ADDRESS
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J. C. Shaw Chairman Emeritus Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
Robert E. Shaw Chairman and Chief Executive Shaw Industries, Inc.
Officer 616 East Walnut Avenue
Dalton, Georgia 30720
W. Norris Little President and Chief Operating Shaw Industries, Inc.
Officer 616 East Walnut Avenue
Dalton, Georgia 30720
William C. Lusk, Jr. Retired c/o Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
Thomas G. Cousins President - Cousins Properties Cousins Properties Incorporated
Incorporated 2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339
S. Tucker Grigg, Jr. Manufacturer of Advertising and NRI
Marketing Displays, Furniture and 119 Shockoe Slip
Bedding Richmond, VA 23219
Robert R. Harlin Partner, Powell, Goldstein, Frazer Powell, Goldstein, Frazer & Murphy LLP
& Murphy LLP 191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Robert J. Lunn Managing Director of Lunn Lunn Partners
Partners, LLC The Rookery
209 S. LaSalle Street
Chicago, IL
J. Hicks Lanier Chairman and Chief Executive Oxford Industries, Inc.
Officer of Oxford Industries, Inc. 222 Piedmont Avenue, NE
P. O. Box 54600
Atlanta, Georgia 30308
R. Julian McCamy Real Estate Developer 3469 Knollwood Drive, NW
Atlanta, Georgia 30305
Vance D. Bell Vice President, Marketing Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
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CUSIP NO. 820286-10-2 13D PAGE 9 OF 10 PAGES
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<TABLE>
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NAME OF SHAW
DIRECTOR OF EXECUTIVE PRINCIPAL OCCUPATION NAME AND
OFFICER OR EMPLOYMENT BUSINESS ADDRESS
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Kenneth G. Jackson Vice President and Chief Financial Shaw Industries, Inc.
Officer 616 East Walnut Avenue
Dalton, Georgia 30720
Carl P. Rollins Vice President, Administration Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
Bennie M. Laughter Vice President, Secretary and Shaw Industries, Inc.
General Counsel 616 East Walnut Avenue
Dalton, Georgia 30720
Douglas H. Hoskins Controller Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30720
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CUSIP NO. 820286-10-2 13D PAGE 10 OF 10 PAGES
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EXHIBIT INDEX
Exhibit No. Description
99.1 Agreement and Plan of Merger, dated June 23,
1998, among The Maxim Group, Inc., CMAX
Acquisition, Inc., Shaw Industries, Inc.,
and Shaw Carpet Showplace, Inc., and forms
of Subordinated Promissory Note and
Shareholder's Agreement attached thereto as
Exhibits B and C, respectively.
[Incorporated by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
June 26, 1998 (File No. 1-6853).]
