<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1998.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1032521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Drawer 2128
616 East Walnut Avenue
Dalton, Georgia 30722
(Address of principal executive offices)
SHAW INDUSTRIES, INC. OUTSIDE DIRECTORS STOCK PLAN
(Full title of the Plan)
BENNIE M. LAUGHTER, Esq.
Vice President, Secretary and General Counsel
Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30722
(Name and address of agent for service)
(706) 278-3812
(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
--------------------
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............... 55,000 shares $18.84 $1,036,200 $305.68
- --------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of Series A
Participating Preferred Stock(2)....... 55,000 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 August 25, 1998 as reported by the New York Stock Exchange.
(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.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
I-1
<PAGE> 3
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the year ended January 3, 1998
(Commission File No. 1-6853);
(2) Quarterly Report on Form 10-Q for the quarter ended April 4,
1998 (Commission File No. 1-6853);
(3) Quarterly Report on Form 10-Q for the quarter ended July 4,
1998 (Commission File No. 1-6853);
(4) Current Report on Form 8-K, as filed with the Commission on
February 2, 1998 (Commission File No. 1-6853);
(5) Current Report on Form 8-K, as filed with the Commission on
April 20, 1998 (Commission File No. 1-6853);
(6) Current Report on Form 8-K, as filed with the Commission on
June 26, 1998 (Commission File No. 1-6853);
(7) Current Report on Form 8-K, as filed with the Commission on
August 24, 1998 (Commission File No. 1-6853);
(8) Current Report on Form 8-K, as filed with the Commission on
August 28, 1998 (Commission File No. 1-6853); and
(9) The description of the Company's Common Stock (including the
Rights to purchase Series A Participating Preferred Stock)
contained in the Company's Registration Statements filed
pursuant to Section 12 of the Exchange Act on Form 8-A, as
amended (Commission File No. 1-6853).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered
an opinion regarding the legality of the shares of Common Stock registered
hereby. Robert R. Harlin, a partner of that firm, is also a member of the
Registrant's Board of Directors.
II-1
<PAGE> 4
ITEM 6. 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.
The Plan provides that to the extent permissible by law, no fiduciary
under the Plan shall be liable for any loss resulting from a participant's
exercise of, or failure to exercise, an investment election. The Company must
indemnify the Plan Administrator and the Investment Committee against losses and
expenses arising out of the performance of their duties, except for those
resulting from their willful neglect or willful misconduct.
ITEM 8. 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).]
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
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.
23(a) Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature page to this Registration
Statement).
99 Form of Shaw Industries, Inc. Outside Directors Stock Plan.
</TABLE>
ITEM 9. 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;
(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.
II-3
<PAGE> 6
(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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities 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.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 July 30, 1998.
SHAW INDUSTRIES, INC.
By:/s/ Bennie M. Laughter
--------------------------------
Bennie M. Laughter
Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints WILLIAM C. LUSK, JR. 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, 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> 8
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, Chief July 30, 1998
- ------------------------------ Executive Officer and Director
Robert E. Shaw (Principal Executive Officer)
/s/ J.C. Shaw Chairman Emeritus and Director July 30, 1998
- ------------------------------
J.C. Shaw
/s/ W. Norris Little President and Chief Operating July 30, 1998
- ------------------------------ Officer and Director
W. Norris Little
/s/ William C. Lusk, Jr. Director July 30, 1998
- ------------------------------
William C. Lusk, Jr.
/s/ Kenneth G. Jackson Vice President and Chief July 30, 1998
- ------------------------------ Financial Officer (Principal
Kenneth G. Jackson Financial and Accounting
Officer)
/s/ Thomas G. Cousins Director July 30, 1998
- ------------------------------
Thomas G. Cousins
/s/ S. Tucker Grigg Director July 30, 1998
- ------------------------------
S. Tucker Grigg
/s/ Robert R. Harlin Director July 30, 1998
- ------------------------------
Robert R. Harlin
/s/ J. Hicks Lanier Director July 30, 1998
- ------------------------------
J. Hicks Lanier
</TABLE>
II-6
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
S/ Robert J. Lunn Director July 30, 1998
- ------------------------------
Robert J. Lunn
/s/ R. Julian McCamy Director July 30, 1998
- ------------------------------
R. Julian McCamy
</TABLE>
II-7
<PAGE> 10
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.
23(a) Consent of Powell, Goldstein, Frazer & Murphy LLP (included in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature page to this Registration
Statement).
99 Form of Shaw Industries, Inc. Outside Directors Stock Plan.
</TABLE>
<PAGE> 1
EXHIBIT 5
September 1, 1998
Shaw Industries, Inc.
616 East Walnut Avenue
Dalton, Georgia 30722
Re: Registration Statement on Form S-8
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-8 (the "Registration Statement") of an aggregate of 55,000 shares (the
"Shares") of common stock, no par value per share, of the Company, to be offered
and sold by the Company pursuant to the Shaw Industries, Inc. Outside Directors
Stock Plan (the "Plan").
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 the adoption of the Plan as we have deemed 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:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares pursuant to the
Plan, such Shares will be validly issued, fully paid and non-assessable.
<PAGE> 2
Shaw Industries, Inc.
September 1, 1998
Page 2
We hereby consent 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(b)
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
August 28, 1998
<PAGE> 1
EXHIBIT 99
SHAW INDUSTRIES, INC.
OUTSIDE DIRECTORS STOCK PLAN
THIS PLAN is made effective as of ____________ __, 1998 by Shaw
Industries, Inc., a Georgia corporation (hereinafter called the "Company");
INTRODUCTION
The Company is adopting the Shaw Industries, Inc. Outside Directors
Stock Plan (the "Plan") to provide for the payment by the Company of a portion
of the non-employee directors` annual retainer fees in shares of Common Stock of
the Company rather than cash. The Board of Directors of the Company believes the
Plan will promote personal interest in the welfare of the Company by, and
provide incentive to, the individuals who are primarily responsible both for the
regular operations of and for shaping and carrying out the long term plans of
the Company, thus facilitating the continued growth and financial success of the
Company.
<PAGE> 2
SHAW INDUSTRIES, INC.
OUTSIDE DIRECTORS STOCK INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1 DEFINITIONS......................................................... 1
SECTION 2 ADMINISTRATION...................................................... 2
SECTION 3 ELIGIBILITY......................................................... 2
SECTION 5 STOCK AWARDS........................................................ 2
SECTION 6 TERM OF PLAN........................................................ 3
SECTION 7 INDEMNIFICATION OF BOARD............................................ 3
SECTION 8 AMENDMENT AND TERMINATION OF THE PLAN............................... 3
SECTION 9 ADJUSTMENT IN SHARES OF COMMON STOCK................................ 3
SECTION 10 GOVERNING LAW...................................................... 4
</TABLE>
i
<PAGE> 3
SHAW INDUSTRIES, INC.
OUTSIDE DIRECTORS STOCK PLAN
SECTION 1
DEFINITIONS
Wherever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following words and phrases shall, when used
herein, have the meanings set forth below:
1.1 "Affiliate" means (a) an entity that directly or through one
or more intermediaries is controlled by the Company, and (b) any entity in which
the Company has a significant equity interest, as determined by the Company.
1.2 "Board of Directors" means the Board of Directors of the
Company.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Common Stock" means common stock of the Company.
1.5 "Director" means a member of the Board of Directors.
1.6 "Eligible Director" means a Director who is not an Employee.
1.7 "Employee" means any person who is employed by the Company or
an Affiliate for purposes of the Federal Insurance Contributions Act and any
consultant retained to provide services (other than in the capacity of a
director) to the Company or an Affiliate.
1.8 "Fair Market Value" means, with respect to a share of Common
Stock,
(a) if the Common Stock is not at the time listed or
admitted to trading on any national securities exchange but is traded
on the NASDAQ Stock Market, the closing selling price per share at the
close of business on the day preceding the date of determination, as
such price is reported by the National Association of Securities
Dealers through the NASDAQ Stock Market or any successor system. If
there is no reported closing selling price for the Common Stock at the
close of business on the day preceding the date of determination, then
the closing selling price on the last preceding date for which such
quotation exists shall be determinative of Fair Market Value.
(b) if the Common Stock is at the time listed or admitted
to trading on any national securities exchange, the closing selling
price per share at the close of business on the day preceding the date
of determination on the securities exchange determined by the Committee
to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such
exchange. If there is no reported sale of Common Stock on such exchange
at the close of business on the day preceding
<PAGE> 4
the date of determination, the Fair Market Value shall be the closing
selling price on the exchange on the last preceding date for which such
quotation exists.
1.9 "Plan" means this Shaw Industries, Inc. Outside Directors
Stock Plan.
1.10 "Stock Award" means a grant of shares of Common Stock pursuant
to the provisions of Section 5 of the Plan.
SECTION 2
ADMINISTRATION
The Board of Directors shall have the authority in its sole discretion
to interpret the Plan, to make all other determinations and to take all other
actions it deems necessary or advisable for the implementation and
administration of the Plan. All actions of the Board of Directors shall be
final, conclusive, and binding. No member of the Board of Directors shall be
liable for any action taken or decision made in good faith relating to the Plan.
SECTION 3
ELIGIBILITY
Eligible Directors shall be eligible to receive Common Stock under the
Plan on the terms and subject to the restrictions hereinafter set forth.
SECTION 4
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Section 10, _________ shares
of Common Stock (the "Maximum Plan Shares") are hereby reserved exclusively for
issuance pursuant to Stock Awards. At no time shall the Company have shares of
Common Stock issued in respect of Stock Awards in excess of the Maximum Plan
Shares.
SECTION 5
STOCK AWARDS
Each Eligible Director shall receive one half of each payment of his or
her annual retainer fee earned by such Director from the Company in the form of
a Stock Award in lieu of a cash payment thereof. As of the date of payment of
all or any portion of an Eligible Director's annual retainer fee, each Eligible
Director will receive a number of shares of Common Stock equal to the result,
rounded up to the nearest whole number, obtained by dividing half the amount of
the annual retainer fee then payable to such Eligible Director by 100% of the
Fair Market Value of a share of Common Stock as of the date of payment.
2
<PAGE> 5
SECTION 6
TERM OF PLAN
The Plan shall be effective on the date hereof and shall continue to be
effective until ten (10) years following the earlier of the effective date of
the Plan, unless sooner terminated by the Board of Directors pursuant to Section
9 hereof.
SECTION 7
INDEMNIFICATION OF BOARD
In addition to such other rights of indemnification that the members of
the Board of Directors may have, each member of the Board of Directors shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
it may be a party by reason of any action taken or failure to act under or in
connection with the Plan, and against all amounts paid by it in settlement
thereof (provided the settlement has received the prior approval of the Company)
or paid by it in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
the action, suit or proceeding that the Board member is liable for negligence or
misconduct in the performance of his or her duties; provided that promptly after
institution of the action, suit or proceeding the Board member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend such
matter. Upon the delivery to the Board member of written notice of assumption by
the Company of the defense of such matter, the Company will not be responsible
to the Board member for any further fees and disbursements relating to the
defense of such matter, including fees and disbursements of counsel.
SECTION 8
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors at any time may amend or terminate the Plan
without shareholder approval; provided, however, that the Board of Directors may
condition any amendment on the approval of the shareholders of the Company if
such approval is necessary or advisable with respect to tax, securities or other
applicable laws to which the Company, the Plan, or Directors are subject. No
amendment or termination of the Plan shall adversely affect the rights of a
Board member without his consent with respect to Common Stock previously granted
under the Plan.
SECTION 9
ADJUSTMENT IN SHARES OF COMMON STOCK
If (a) the number of shares of Common Stock shall be increased or
reduced by a change in par value, split-up, stock split, reverse stock split,
reclassification, merger, consolidation,
3
<PAGE> 6
distribution of stock dividends or similar capital adjustments, or (b) the
Company engages in a transaction for which the Board of Directors determines an
adjustment is appropriate, then the Board may make an adjustment in the number
and kind of shares of Common Stock available under the Plan, the number
(including any maximum number of shares) and kind of shares for which grants are
to be subsequently made to each Eligible Director, and the number and kind of
shares of Common Stock issuable pursuant to the provisions of the Plan,
consistent with the effect of the change on existing shareholders of the
Company. The adjustments determined by the Board shall be final, binding and
conclusive.
SECTION 10
GOVERNING LAW
The laws of the State of Georgia shall govern the Plan.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed as
of the day and year first above written.
SHAW INDUSTRIES, INC.
By:
-------------------------------------
Title:
----------------------------------
ATTEST:
- ------------------------------------
Title:
------------------------------
[CORPORATE SEAL]
4
