<PAGE> 1
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)1
THE MAXIM GROUP, INC.
(Name of Issuer)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
820286-10-2
(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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 1998
(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
SCHEDULE 13D
<TABLE>
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<S> <C>
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 -
EACH -------- -----------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,150,000
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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%**
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14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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**As of June 23, 1998, there were 16,079,677 shares of Common Stock of the
Issuer issued and outstanding.
<PAGE> 3
CUSIP NO. 820286-10-2 13D Page 3 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 ("Amendment No. 1") to the Statement on Schedule
13D ("Schedule 13D") previously filed by the undersigned with the Securities and
Exchange Commission (the "Commission") on July 2, 1998, with respect to the
common stock, $.001 par value per share ("Common Stock"), of The Maxim Group,
Inc., a Delaware corporation (the "Issuer"), amends the Schedule 13D and
restates it in its entirety. This Amendment No. 1 relates to the Common Stock of
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 Amendment No. 1, 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 Amendment No. 1, 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 that certain 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"), Subsidiary was
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. On August 9, 1998, the
effective time of the Merger, the Issuer issued to Shaw, as part of the Merger
consideration, 3,150,000 shares of Common Stock. In connection with the Merger,
Shaw and the Issuer entered into that certain Shareholder's Agreement, dated
August 9, 1998, pursuant to which, among other things, Shaw has agreed not to
acquire in excess of 25% of the outstanding Common Stock of the Issuer prior to
August 9, 1999 and the Issuer has granted to Shaw certain registration rights
with respect to the 3,150,000 shares of Common Stock acquired in the Merger.
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CUSIP NO.820286-10-2 13D Page 4 of 10 Pages
Copies of the Merger Agreement and the form of Shareholder's Agreement
were filed with the Commission as Exhibit 99.1 to Shaw's Current Report on Form
8-K dated June 26, 1998 and are incorporated by reference herein. The
description of the Merger and the Merger Agreement contained in this Amendment
No. 1 are qualified in their entirety by reference to the copy of the Merger
Agreement incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, Shaw acquired 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.
(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 this Amendment No. 1, 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
prior to August 9, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Shaw owns 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. Shaw has 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) Other than as described herein, 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.
(d) Not applicable.
(e) Not applicable.
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CUSIP NO.820286-10-2 13D Page 5 of 10 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a certain Agreement and Plan of Merger (the "Queen Merger
Agreement"), dated August 13, 1998, among Shaw, its wholly-owned subsidiary,
Chessman Acquisition Corp., Queen Carpet Corporation ("Queen") and the
shareholders of Queen (the "Queen Shareholders"), Shaw, at its option, is
entitled to pay a portion of the merger consideration by means of delivery to
the Queen Shareholders of the 3,150,000 shares of Common Stock of the Issuer
currently owned by Shaw.
Other than as described herein, to Shaw's knowledge, there are no other
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
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
Exhibit No. Description
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<S> <C>
99.1 Agreement and Plan of Merger, dated August
13, 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 by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
August 28, 1998 (File No. 1-6853).]
99.2 Agreement and Plan of Merger, dated August
13, 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 by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
August 28, 1998 (File No. 1-6853).]
</TABLE>
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CUSIP NO. 820286-10-2 13D PAGE 7 OF 10 PAGES
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: August 19, 1998 SHAW INDUSTRIES, INC.
By:/s/ Bennie M. Laughter
-------------------------------
Bennie M. Laughter
Vice President, Secretary and
General Counsel
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CUSIP NO. 820286-10-2 13D PAGE 8 OF 10 PAGES
SCHEDULE I
<TABLE>
<CAPTION>
NAME OF SHAW
DIRECTOR OR EXECUTIVE PRINCIPAL OCCUPATION NAME AND
OFFICER OR EMPLOYMENT BUSINESS ADDRESS
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<S> <C> <C>
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 Partners, Lunn 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
</TABLE>
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CUSIP NO. 820286 10-2 13D Page 9 of 10 Pages
<TABLE>
<CAPTION>
NAME OF SHAW
DIRECTOR OR EXECUTIVE PRINCIPAL OCCUPATION NAME AND
OFFICER OR EMPLOYMENT BUSINESS ADDRESS
--------------------- -------------------- ----------------
<S> <C> <C>
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
</TABLE>
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CUSIP NO. 820286-10-2 13D Page 10 of 10 Pages
EXHIBIT INDEX
<TABLE>
Exhibit No. 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 by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
June 26, 1998 (File No. 1-6853).]
99.2 Agreement and Plan of Merger, dated August
13, 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 by reference to Exhibit 99.1
to Shaw's Current Report on Form 8-K dated
August 28, 1998 (File No. 1-6853).]
</TABLE>
