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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A*
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-6853
--------------------------
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.)
616 EAST WALNUT AVENUE 30720
DALTON, GEORGIA (Zip Code)
(Address of Principal Executive Office)
(706) 278-3812
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT
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NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, No Par Value, $1.11 Stated Value............................ The New York Stock Exchange
The Pacific Stock Exchange
Rights to Purchase Series A Participating Preferred Stock, $.50 Stated The New York Stock Exchange
Value..................................................................... The Pacific Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the closing sales price on The New York
Stock Exchange on March 21, 2000 was $1,201,474,573.
TITLE OF EACH CLASS OUTSTANDING AT MARCH 21, 2000
------------------- -----------------------------
Common Stock, No Par Value 132,676,198 shares
*The purpose of this Amendment is to amend and update certain information
required by Item 14 of Part IV of Form 10-K.
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PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1.* Financial Statements
- Exhibit 13 to this Form 10-K, contains the consolidated balance sheets
as of January 1, 2000 and January 2, 1999, the related consolidated
statements of income, shareholders' investment and cash flow for each
of the three years in the period ended January 1, 2000, and the related
report of Arthur Andersen LLP. These financial statements and the
report of Arthur Andersen LLP are incorporated by reference. The
financial statements incorporated by reference include the following:
- Consolidated Balance Sheets - January 1, 2000 and January 2, 1999.
- Consolidated Statements of Income for the years ended January 1, 2000,
January 2, 1999 and January 3, 1998.
- Consolidated Statements of Shareholders' Investment for the years ended
January 1, 2000, January 2, 1999 and January 3, 1998.
- Consolidated Statements of Cash Flow for the years ended January 1,
2000, January 2, 1999 and January 3, 1998.
2.* Financial Statement Schedules
- Report of Independent Public Accountants on Financial Statement
Schedule
- Schedule II - Valuation and Qualifying Accounts for the Years Ended
January 1, 2000, January 2, 1999 and January 3, 1998.
3. Exhibits incorporated by reference or filed with this report
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Number Description
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3(a) Amended and Restated Articles of Incorporation. [Incorporated herein by
reference to Exhibit 3(a) to Registrant's Registration Statement filed
with the Securities and Exchange Commission on December 28, 1993 (File
No. 33-51719).]
3(b) Amended Bylaws as of April 5, 1999. [Incorporated herein by reference
to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 6, 1999 (File No.
1-6853).]
4(a) Specimen form of Common Stock Certificate. [Incorporated herein by
reference to Exhibit 2 to
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Number Description
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Registrant's Report on Form 8-A filed with the Securities and Exchange
Commission on May 12, 1989 (File No. 1-6853).]
4(b) Restated Articles of Incorporation, filed as Exhibit 3(a), and the
Bylaws of Registrant, filed as Exhibit 3(b), are incorporated herein by
reference.
4(c) Amended and Restated Rights Agreement dated as of April 10, 1999,
between Registrant and Wachovia Bank, N.A., as rights agent.
[Incorporated herein by reference to Exhibit 4.1 to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 6, 1999 (File No. 1-6853).]
4(d) First Amendment dated as of July 29, 1999, to Amended and Restated
Rights Agreement dated as of April 10, 1999 between the Registrant and
EquiServe Trust Company, N.A., as successor rights agent to Wachovia
Bank, N.A. [Incorporated herein by reference to Exhibit 99.2 to the
Registrant's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 17, 1999 (File No. 1-6853).]
10(a) Share Transfer Agreement dated as of April 3, 1998 among the
Registrant, Shaw UK Holdings Limited and Carpet Holdings Limited
[Incorporated herein by reference to Exhibit 99.1 to Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 20, 1998 (File No. 1-6853).]
10(b)** Deferred Compensation Plan and form of Deferred Compensation Agreement
of Registrant as adopted in April, 1980. [Incorporated herein by
reference to Exhibit 10(b) to the Registrant's July 2, 1994 Form 10-K
filed with the Securities and Exchange Commission (File No. 1-6853).]
10(c) Agreement and Plan of Merger dated as of June 23, 1998 among the
Registrant, The Maxim Group, Inc., CMAX Acquisition, 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 filed with the Securities and
Exchange Commission on June 26, 1998 (File No. 1-6853).]
10(d) Amendment, dated August 9, 1998, to Agreement and Plan of Merger dated
as of June 23, 1998 among the Registrant, The Maxim Group, Inc., CMAX
Acquisition, Inc. and Shaw Carpet Showplace, Inc. [Incorporated herein
by reference to Exhibit 99.2 to the Registrant's Current Report on Form
8-K/A filed with the Securities and Exchange Commission on September 2,
1998 (File No. 1-6853).]
10(e) Agreement and Plan of Merger dated as of August 13, 1998 among the
registrant, 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 herein by
reference to Exhibit 99.1 to the Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on August 28,
1998 (File No. 1-6853).]
10(f) First Amendment to Agreement and Plan of Merger dated as of October 6,
1998 among the Registrant, 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
herein by reference to Exhibit 99.2 to the Registrant's Current Report
on Form 8-K filed with the Securities and Exchange Commission on
October 21, 1998 (File No. 1-6853).]
10(g)** Employment Agreement dated as of October 6, 1998 between the Registrant
and Julian D. Saul. [Incorporated herein by reference to the Exhibit
10-G to Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 2, 1999 (File No. 1-6853).]
10(h) [Reserved.]
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Number Description
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10(i)** Form of Shaw Industries, Inc. Outside Directors Stock Plan.
[Incorporated herein by reference to Exhibit 99 to the Registrant's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on September 1, 1998 (Reg. No. 333-62645).]
10(j) [Reserved.]
10(k)** 1992 Incentive Stock Option Plan of the Registrant. [Incorporated
herein by reference to Exhibit A to Registrant's 1992 Proxy Statement,
dated September 18, 1992 (File No. 1-6853).]
10(l) 1997 Stock Incentive Plan of the Registrant. [Incorporated herein by
reference to Exhibit A to Registrant's 1997 Proxy Statement, dated
March 31, 1997 (File No. 1-6853).]
10(m) Amended and Restated Credit Agreement dated as of March 16, 1998, among
the Registrant, the lenders appearing on the signature pages thereto,
NationsBank, N.A. and SunTrust Bank, Atlanta. [Incorporated herein by
reference to the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 2, 1999 (File No. 1-6853).]
10(n)** Form of Shaw Industries, Inc. Nonqualified Retirement Savings Plan.
[Incorporated herein by reference to Exhibit 4(c) to the Registrant's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on September 4, 1998 (Reg. No. 333-62915).]
10(o) First Amendment to the Amended and Restated Credit Agreement dated as
of August 7, 1998 among the Registrant, the lenders appearing on the
signature pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
[Incorporated herein by reference to Exhibit 99.3 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 21, 1998 (File No. 1-6853).]
10(p) Second Amendment to the Amended and Restated Credit Agreement dated as
of October 6, 1998 among the Registrant, the lenders appearing on the
signature pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
[Incorporated herein by reference to Exhibit 99.4 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 21, 1998 (File No. 1-6853).]
10(q) Third Amendment to the Amended and Restated Credit Agreement dated as
of October 15, 1998 among the Registrant, the lenders appearing on the
signature pages thereto, NationsBank, N.A. and SunTrust Bank, Atlanta.
[Incorporated herein by reference to Exhibit 99.5 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 21, 1998 (File No. 1-6853).]
10(r) Transfer and Administration Agreement dated as of September 3, 1998
among the Registrant, Shaw Funding Company, Enterprise Funding
Corporation, NationsBank, N.A. and the financial institutions from time
to time parties thereto. [Incorporated herein by reference to Exhibit
99.1 to the Registrant's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 17, 1998 (File No.
1-6853).]
10(s) Receivables Purchase Agreement dated as of September 3, 1998 between
the Registrant and Shaw Funding Company and Form of Subordinated
Non-Negotiable Revolving Note. [Incorporated herein by reference to
Exhibit 99.2 to the Registrant's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 17, 1998 (File
No. 1-6853).]
10(t) [Reserved.]
10(u) Amendment No. 1 dated as of April 23, 1999 to Transfer and
Administration Agreement dated as of September 3, 1998 among the
Registrant, Shaw Funding Company, Enterprise Funding Corporation,
NationsBank, N.A. and the financial institutions from time to time
parties thereto. [Incorporated herein by reference to Exhibit 99.1 to
the Registrant's Quarterly Report on Form 10-Q filed with the
Securities
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Number Description
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and Exchange Commission on August 17, 1999 (File No. 1-6853).]
10(v) [Reserved.]
10(w) Fourth Amendment to the Amended and Restated Credit Agreement dated as
of August 20, 1999 among the Registrant, the lenders appearing on the
signature pages thereto and Bank of America, N.A. [Incorporated herein
by reference to Exhibit 99.1 to the Registrant's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November
16, 1999 (File No. 1-6853).]
10(x) Fifth Amendment to the Amended and Restated Credit Agreement dated as
of October 15, 1999 among the Registrant, the lenders appearing on the
signature pages thereto, Bank of America and SunTrust Bank, Atlanta.
[Incorporated herein by reference to Exhibit 99.2 to the Registrant's
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 16, 1999 (File No. 1-6853).]
10(y) $200,000,000 Credit Agreement dated as of November 5, 1999 by and among
the Registrant, the lenders named therein, Bank of America, N.A., as
administrative agent, and SunTrust Bank, Atlanta, as documentation
agent, together with Form of Syndicate Note, Form of Guaranty and Form
of Assignment and Assumption Agreement. [Incorporated herein by
reference to Exhibit 99.3 to the Registrant's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on November 16,
1999 (File No. 1-6853).]
10(z) Guaranty dated as of November 5, 1999, delivered by Shaw Contract
Flooring Services, Inc. in favor of Bank of America, N.A. [Incorporated
herein by reference to Exhibit 99.4 to the Registrant's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission
on November 16, 1999 (File No. 1-6853).]
13* Items Incorporated by Reference from the Annual Report to Shareholders
for the fiscal year ended January 1, 2000.
21* List of Subsidiaries.
23* Consent of independent public accountants.
27* Financial Data Schedule.
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*Filed with Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 2000.
**Compensatory plan or management contract required to be filed as an
exhibit to Item 14(c) of Form 10-K.
Shareholders may obtain copies of Exhibits without charge upon written request
to the Corporate Secretary, Shaw Industries, Inc., Mail Drop 061-18, P.O. Drawer
2128, Dalton, Georgia 30722-2128.
(b)1. A report on Form 8-K was filed on April 6, 1999, announcing the
amendment and restatement the Registrant's Shareholders' Rights Plan.
5
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: 12 October 2000 By:/s/ Robert E. Shaw
--------------------------------------------------
Robert E. Shaw
Chairman, Chief Executive Officer and Director
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