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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): AUGUST 24, 1998 (AUGUST 9, 1998)
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SHAW INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 1-6853 58-1032521
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
616 E. WALNUT AVENUE, DALTON, GEORGIA 30720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 275-3812
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 9, 1998, the Registrant completed the disposition (the "Maxim
Disposition") of substantially all of its residential retail store assets to The
Maxim Group, Inc. ("Maxim"). These assets include approximately 275 retail
stores with annual revenues of approximately $575 million. The Maxim Disposition
was effected pursuant to the Agreement and Plan of Merger, dated June 23, 1998
(the "Merger Agreement"), among the Registrant, its wholly-owned subsidiary,
Shaw Carpet Showplace, Inc. (collectively, "Shaw"), Maxim and a wholly-owned
subsidiary of Maxim. As consideration for the Maxim Disposition, Shaw received
from Maxim 3,150,000 shares of Maxim common stock, a one-year promissory note
(the "Note") in the principal amount of approximately $18 million and $25
million in cash.
Pursuant to the Merger Agreement, the Registrant and Maxim entered into
a Shareholder's Agreement, dated August 9, 1998 (the "Shareholder's Agreement"),
pursuant to which, among other things, the Registrant has agreed until August 9,
1999 not to acquire in excess of 25% of the outstanding shares of common stock
of Maxim and Maxim has granted to the Registrant certain registration rights.
Copies of the Merger Agreement, the form of Note and the form of Shareholder's
Agreement were filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 99.1 to the Registrant's Current Report on Form 8-K
dated June 26, 1998 and are incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by amendment
to this report as soon as practicable but in no event later than
October 23, 1998.
(c) Exhibits.
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 herein by
reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K as filed with the Commission on
June 26, 1998 (File No. 1-6853).]
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SIGNATURE
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 hereunto duly authorized.
SHAW INDUSTRIES, INC.
By: /s/ Bennie M. Laughter
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Bennie M. Laughter
Vice President, Secretary
and General Counsel
Dated: August 19, 1998
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
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 herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K as filed with the
Commission on June 26, 1998 (File No. 1-6853).]
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