SHAW INDUSTRIES INC, SC 13D/A, 2000-12-12

SHAW INDUSTRIES INC
SC 13D/A, 2000-12-12
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<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. 2)(1)

Shaw Industries, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

820286 10 2
--------------------------------------------------------------------------------
(CUSIP Number)

Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 19, 2000
--------------------------------------------------------------------------------
(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
[ ].

(Continued on following pages)
Page 1 of 11 Pages

--------------

(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 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).
<PAGE> 2

CUSIP No. 820286 10 2 13D Page 2 of 11 Pages

<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (Entities Only)

Berkshire Hathaway Inc.

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-------------------------------------------------------------------------------------------------------------
4 Source of Funds
OO

-------------------------------------------------------------------------------------------------------------
5 Check box if disclosure of legal proceedings is required
pursuant to item 2(d) or 2(e) [ ]

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization
Delaware

-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
2,194,200

--------------------------------------------------------------------------
Beneficially Owned 8 Shared Voting Power**
35,200,790
--------------------------------------------------------------------------
By Each Reporting 9 Sole Dispositive Power
2,194,200

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person**
43,072,186
-------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
34.6%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO

-------------------------------------------------------------------------------------------------------------
</TABLE>

** Pursuant to Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended, the filing persons acquired beneficial ownership of such shares of Shaw
Industries, Inc. common stock by virtue of agreements which are described in
Items 3 and 4 of this report.
<PAGE> 3

CUSIP No. 820286 10 2 13D Page 3 of 11 Pages

Warren E. Buffett

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

-------------------------------------------------------------------------------------------------------------
4 Source of Funds
AF

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization

United States citizen
-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
2,194,200

--------------------------------------------------------------------------
Beneficially Owned 8 Shared Voting Power**
35,200,790

--------------------------------------------------------------------------
By Each Reporting 9 Sole Dispositive Power
2,194,200

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person**
43,072,186

-------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
34.6%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
IN

-------------------------------------------------------------------------------------------------------------
</TABLE>

CUSIP No. 820286 10 2 13D Page 4 of 11 Pages

SII Acquisition, Inc.

-------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a Group (a) [X]
(b) [ ]

-------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3

-------------------------------------------------------------------------------------------------------------
4 Source of Funds
OO

-------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization
Georgia

-------------------------------------------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power

--------------------------------------------------------------------------
Person With 10 Shared Dispositive Power

-------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)**
34.6%

-------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
CO

-------------------------------------------------------------------------------------------------------------
</TABLE>

This Amendment No. 2 to Schedule 13D is being filed solely to reflect
stock transfers by certain parties to the Voting Agreement and the Contribution
Agreement (as each such term is defined in Item 4).

ITEM 1. SECURITY AND ISSUER

This Amendment No. 2 to Schedule 13D relates to shares of common stock,
no par value per share ("Common Stock"), of Shaw Industries, Inc., a Georgia
corporation ("Shaw"). Shaw's principal executive offices are located at 616 East
Walnut Avenue, Dalton, Georgia, 30722.

ITEM 2. IDENTITY AND BACKGROUND

(A)-(B)

This statement is filed by:

Berkshire Hathaway Inc. ("Berkshire") (a Delaware
corporation), 1440 Kiewit Plaza, Omaha, Nebraska 68131;

Warren E. Buffett (an individual and United States citizen),
1440 Kiewit Plaza, Omaha, Nebraska 68131; and

SII Acquisition, Inc. ("SII") (a Georgia corporation), 1440
Kiewit Plaza, Omaha, Nebraska 68131.

The executive officers of Berkshire are as follows:

Chairman of the Board and Warren E. Buffett
Chief Executive Officer

Vice Chairman of the Board Charles T. Munger

Vice President and Marc D. Hamburg
Chief Financial Officer

The directors of Berkshire are as follows:

Warren E. Buffett, Chairman
Charles T. Munger, Vice Chairman
Howard G. Buffett
Susan T. Buffett
Malcolm G. Chace
Ronald L. Olson
Walter Scott, Jr.

The business addresses of the executive officers and the directors of
Berkshire and of Warren E. Buffett are as follows:

Howard G. Buffett, 1004 East Illinois Street, Assumption,
Illinois 62510

Susan T. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Warren E. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Page 5 of 11
<PAGE> 6

Malcolm G. Chace, One Providence Washington Plaza, Providence,
Rhode Island 02903

Marc D. Hamburg, 1440 Kiewit Plaza, Omaha, Nebraska 68131

Charles T. Munger, 355 South Grand Avenue, Los Angeles,
California 90071

Ronald L. Olson, 355 South Grand Avenue, Los Angeles,
California 90071

Walter Scott, Jr., 1000 Kiewit Plaza, Omaha, Nebraska 68131

The executive officers of SII are as follows:

Chief Executive Officer Warren E. Buffett

Vice President, Secretary Marc D. Hamburg
Chief Financial Officer

The sole director of SII is Marc D. Hamburg.

The business addresses for Mr. Buffett and Mr. Hamburg are as set forth
above.

(C) Berkshire is a holding company owning subsidiaries engaged in
a number of diverse business activities, the most important of
which is the property and casualty insurance and reinsurance
business. Other business activities conducted by Berkshire's
subsidiaries include publication of a daily and Sunday
newspaper in Buffalo, New York; training services to operators
of aircraft and ships; providing fractional ownership programs
for general aviation aircraft; manufacture and marketing of
home cleaning systems and related accessories; manufacture and
sale of boxed chocolates and other confectionery products;
licensing and servicing of approximately 5,800 Dairy Queen
stores, which feature hamburgers, hot dogs, various dairy
desserts, and beverages; retailing of home furnishings;
retailing of fine jewelry; manufacture, import, and
distribution of footwear; and manufacture and production of
face brick and concrete masonry products.

The present principal occupation of Warren E. Buffett is
Chairman of the Board and Chief Executive Officer of
Berkshire.

The present principal occupations of the executive officers
and directors of Berkshire are as follows:

Warren E. Buffett is Chairman of the Board and Chief
Executive Officer of Berkshire.

Charles T. Munger is Vice Chairman of the Board of
Berkshire and Chairman of the Board and Chief
Executive Officer of Wesco Financial Corporation (an
80.1% subsidiary of Berkshire).

Susan T. Buffett is a private investor.

Howard G. Buffett is Chairman of the Board of The GSI
Group, a company primarily engaged in the manufacture
of agricultural equipment.

Page 6 of 11
<PAGE> 7

Malcolm G. Chace is Chairman of the Board of BankRI,
a community bank located in Rhode Island.

Marc D. Hamburg is Vice President and Chief Financial
Officer of Berkshire.

Ronald L. Olson is a partner of the law firm of
Munger, Tolles & Olson LLP.

Walter Scott, Jr., is Chairman of the Board and Chief
Executive Officer of Level 3 Communications, Inc., a
successor to certain businesses of Peter Kiewit
Sons', Inc. and which is engaged in
telecommunications and computer outsourcing.

SII was formed by Berkshire solely for the purpose of engaging
in the merger with Shaw and the related transactions described
in Item 4 of this Schedule 13D.

The present principal occupations of Mr. Buffett, the Chief
Executive Officer of SII, and of Mr. Hamburg, the Vice
President, Secretary and Chief Financial Officer of SII, are
as set forth above.

(D) None of the persons filing this Schedule 13D, nor, to their
best knowledge, any of the other executive officers or
directors of Berkshire or SII, have been convicted, during the
last five years, in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(E) None of the persons filing this Schedule 13D, nor, to their
best knowledge, any of the other executive officers or
directors of Berkshire or SII, have, during the last five
years, been party to a civil proceeding resulting in a
judgment, decree, or final order relating to any violation of
federal or state securities laws.

(F) Every natural person identified in Item 2 of this Schedule 13D
is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As further described in Item 4 (the answer to which is
incorporated herein by reference), on October 19, 2000, Berkshire and SII
entered into an agreement to propose to acquire Shaw through a merger of SII
with and into Shaw (the "Merger"), and, in connection therewith, entered into a
related contribution agreement with certain members of Shaw's board of directors
and management, as well as certain other shareholders of Shaw. Berkshire and SII
also entered into a voting agreement with certain shareholders of Shaw. By
virtue of the contribution agreement and voting agreement and without the use of
any funds, Berkshire and SII acquired beneficial ownership, as provided in Rule
13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of 40,877,986 shares of Shaw owned by Shaw shareholders who are party to
the voting agreement and/or the contribution agreement (based on numbers
provided by them). Berkshire and SII do not have an economic interest in such
shares. Berkshire also owns 2,194,200 shares of Shaw, which it purchased prior
to entering into these agreements.

ITEM 4. PURPOSE OF TRANSACTION

(A)-(B) On October 19, 2000, Berkshire and SII entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Shaw. The Merger
Agreement provides that, subject to the terms and

Page 7 of 11
<PAGE> 8

conditions thereof (including, without limitation, approval by the shareholders
of Shaw and certain regulatory approvals), SII will merge with and into Shaw
(the "Merger"), with Shaw continuing as the surviving corporation (the
"Surviving Corporation"). Upon consummation of the Merger, all of the
outstanding shares of Common Stock (other than shares held by Shaw, SII, or any
of their respective subsidiaries, and shares which have perfected appraisal
rights), will be converted into the right to receive $19.00 per share in cash
(the "Merger Consideration"). The Merger will be subject to Section 13(e) of the
Exchange Act.

In connection with the Merger Agreement, Berkshire and SII
entered into a contribution and participation agreement (the "Contribution
Agreement") with Robert E. Shaw (a director of Shaw and its Chairman and Chief
Executive Officer), certain of Mr. Shaw's family members and related family
interests, certain family interests of Julian D. Saul (a director of Shaw and
its President), Mr. Saul's wife, Anita Saul, W. Norris Little (through a family
limited partnership) and William C. Lusk (each a director of Shaw) and eight
other members of Shaw's management (collectively, the "Continuing
Shareholders"). The Contribution Agreement provides that, subject to the terms
and conditions thereof, Berkshire will contribute 2,194,200 shares of Common
Stock and cash in the amount of $2,016,686,315 to SII in exchange for
108,335,585 shares of SII common stock and the Continuing Shareholders will
contribute an aggregate of 15,802,638 shares of Common Stock to SII in exchange
for an equal amount of shares of SII common stock. In the Merger, the shares of
SII common stock will be converted into shares of common stock of the Surviving
Corporation.

In connection with the Merger Agreement, Berkshire and SII also
entered into a voting agreement (the "Voting Agreement") with Robert E. Shaw,
the Julian D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC, the Linda
Saul Schejola Family Trust, Julius Shaw, Jr., R. Julian McCamy, and Eleanor Shaw
McCamy. Pursuant to the Voting Agreement, each of these shareholders is required
to vote the shares of Common Stock owned by such shareholder in favor of the
Merger and against any third party proposal, and each of them has granted
Berkshire an irrevocable proxy to vote all shares of Common Stock owned by such
shareholder at the special meeting called to consider and vote upon the Merger
and at any other meeting of Shaw shareholders at which the Merger is considered.
A total of 35,200,790 shares of Common Stock are subject to such agreement to
vote and proxy. In addition, pursuant to the terms of the Voting Agreement, such
shareholders are restricted from transferring or otherwise disposing of their
shares of Common Stock, unless Berkshire consents to the transfer. Berkshire
has consented to the transfer of certain of the shares held by certain parties
to the Voting Agreement, effective as of December 1, 2000. The transferred
shares continue to be subject to the agreement to vote and to the proxy granted
to Berkshire pursuant to the Voting Agreement. In addition, all of the
transferees, except for transferees of 10,661 shares of Common Stock, have
agreed to be bound by all the terms of the Voting Agreement.

(D) The Agreement provides that the directors of SII at the time of
the Merger will be the directors of the Surviving Corporation and that the
officers of Shaw at the time of the Merger will be the officers of the Surviving
Corporation.

(E) In connection with the Merger, each share of Common Stock (other
than shares held by Shaw, SII, or any of their respective subsidiaries, and
shares which have perfected appraisal rights) will be converted into the right
to receive the Merger Consideration. Following the Merger, it is expected that
Berkshire will own approximately 87.3% and that the Continuing Shareholders will
own in the aggregate approximately 12.7% of the outstanding capital stock of the
Surviving Corporation.

(F) Not applicable.

(G) In connection with the Merger, the articles of incorporation of
Shaw at the time of the Merger will be the articles of incorporation of the
Surviving Corporation but will be amended, immediately after filing the
certificate of merger, to conform to the articles of incorporation of SII. The
bylaws of SII at the time of the Merger will become the bylaws of the Surviving
Corporation.

Page 8 of 11
<PAGE> 9
(H)-(I) In connection with the Merger, the Common Stock will be delisted
from the New York Stock Exchange and the Pacific Stock Exchange and will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.

(J) Not applicable.

The descriptions in this Item 4 of the Merger Agreement, the
Contribution Agreement, and the Voting Agreement are qualified in their
entirety by reference to such agreements, which are attached hereto as Exhibits
1 through 3 and incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF SHAW

(A)-(B) Warren E. Buffett, Chairman of the Board and Chief Executive
Officer of Berkshire, may be deemed to control Berkshire. SII, Berkshire and Mr.
Buffett thus may be considered to have beneficial ownership of the 40,877,986
shares of Common Stock which are owned (or which may be acquired pursuant to
options currently exercisable, or which become exercisable within the next 60
days) by shareholders of Shaw (other than Berkshire) who are parties to the
Contribution Agreement and/or the Voting Agreement (both such agreements are
described in Items 3 and 4, the answers to which are incorporated herein by
reference). As of the date hereof, 40,877,986 shares of Common Stock represent
approximately 32.88% of the outstanding shares of Common Stock. None of
Berkshire, Mr. Buffett or SII has dispositive power over any of such shares.
Other than the portion of such shares (35,200,790 in total) which are subject to
the Voting Agreement, none of Berkshire, Mr. Buffett or SII has voting power
over any of such shares.

Berkshire also owns 2,194,200 shares of Common Stock that it
acquired prior to entering into the agreements described herein. As of the date
hereof, 2,194,200 shares of Common Stock represent approximately 1.77% of the
outstanding shares of Common stock. Berkshire has both sole voting and sole
investment power with respect to such shares.

Appendix A hereto, which is incorporated by reference herein,
sets forth the number of shares of Common Stock owned by each shareholder of
Shaw (other than Berkshire) who is a party to the Contribution Agreement and/or
the Voting Agreement or who has agreed to be bound by the Voting Agreement
(based on numbers provided by such shareholders), and information as to whether
each such shareholder has sole or shared voting and dispositive power over such
shares (based on information provided by such shareholders).

(C) None of Berkshire, SII or Mr. Buffett has engaged in any transaction in
the Common Stock during the past 60 days. Based on information provided by the
shareholders (other than Berkshire) included on Appendix A, none of them has
effected any such transaction other than routine acquisitions within Shaw's
401(k) plan and except that (i) Spright D. Holland disposed of 1,600 shares of
Common Stock by gift on October 7, 2000 and (ii) that the following transfers
were effected as of November 30, 2000:

1. Shaw Family Holdings, LLC distributed an aggregate of
1,054,603 shares to the holders of its outstanding
interests;

2. J.C. Shaw contributed 5,366,540 shares to Legacy Strata, LLC;

3. Julius C. Shaw, Jr. received 555,636 of the shares distributed
by Shaw Family Holdings, LLC and contributed 554,675 of such
shares to Legacy Strata, LLC and transferred 961 shares to a
third party;

4. Legacy Strata, LLC acquired 6,309,656 shares as contributions
from holders of interests therein (including the 944,077 of
the shares distributed by Shaw Family Holdings, LLC (see
clause (1) above));

5. Club Development Associates, Inc. acquired 110,526 of the
shares distributed by Shaw Family Holdings, LLC (see clause
(1) above);

6. Julian D. Saul and the Julian D. Saul Family Trust contributed
an aggregate of 5,009,795 shares to the Saul Family Holdings,
LLC;

Page 9 of 11
<PAGE> 10
7. Anita Saul and the Anita Saul Family Trust contributed an
aggregate of 171,268 shares to the Saul Family Holdings, LLC;

8. Saul Family Holdings, LLC acquired 5,181,063 shares
contributed to it by the holders of its interests (see clauses
(6) and (7) above);

9. R. Julian McCamy contributed 675,602 of the shares
beneficially owned by him to McCamy Capital, LLC;

10. Eleanor Shaw McCamy transferred 1,163,169 shares to R. Julian
McCamy who in turn contributed such shares to McCamy Capital,
LLC;

11. McCamy Capital, LLC acquired 1,838,771 shares contributed to
it by R. Julian McCamy (see clauses (9) and (10) above).

(D) Not applicable.

(E) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF SHAW

As described in Item 4 (the answer to which is incorporated
herein by reference), Berkshire and the other members of the investor group
entered into the Voting Agreement. In connection with the irrevocable proxy
given to Berkshire under the Voting Agreement, Berkshire and Shaw also entered
into an investor voting agreement (the "Investor Voting Agreement"). Subject to
the terms and conditions thereof, Berkshire will vote the portion of the Shaw
shares which are subject to the Voting Agreement and are also being contributed
to SII by members of the investor group (approximately 10.8% of the outstanding
shares) in the same proportion as all of the other shares voting on the Merger
and the Merger Agreement vote on such matters. The foregoing discussion of the
Investor Voting Agreement is qualified in its entirety by reference to the
Investor Voting Agreement filed as Exhibit 4 and incorporated by reference
herein.

In addition to the provisions of the Contribution Agreement as
described in Item 4, the Contribution Agreement provides that the Continuing
Shareholders have certain rights to require Berkshire to purchase, and that
Berkshire has certain rights to require the Continuing Shareholders to sell to
it, their shares of common stock of the Surviving Corporation for a formula
based price. The Contribution Agreement also restricts the ability of the
Continuing Shareholders to transfer their shares of Common Stock pending the
Merger and their shares of common stock of the Surviving Corporation following
the Merger.

Page 10 of 11
<PAGE> 11
Other than these agreements and those others described in
Items 3 and 4 (the answers to which are incorporated herein by reference), to
the best knowledge of the filing persons, there are no other contracts,
agreements, understandings or relationships (legal or otherwise) among the
persons or entities listed in Item 2 and between such persons or entities and
any person or entity with respect to any securities of Shaw, 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.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Agreement and Plan of Merger, dated as of October 19, 2000, by
and among Berkshire, SII and Shaw (incorporated by reference
to Exhibit 99.1 to Berkshire's Current Report on Form 8-K/A
filed with the Commission on November 3, 2000).

2. Amended and Restated Contribution and Participation Agreement,
dated as of December 1, 2000, by and among Berkshire, SII, and
the Continuing Shareholders.

3. Amended and Restated Voting Agreement, dated as of October 30,
2000, by and among Berkshire, SII, Robert E. Shaw, the Julian
D. Saul Family Trust, J.C. Shaw, Shaw Family Holdings, LLC,
the Linda Saul Schejola Family Trust, Julius Shaw, Jr., R.
Julian McCamy, and Eleanor Shaw McCamy.*

4. Investor Voting Agreement, dated as of October 19, 2000,
between Berkshire and Shaw (incorporated by reference to
Exhibit 99.4 to Berkshire's Current Report on Form 8-K filed
with the Commission on October 24, 2000).

5. Joint Filing Agreement.*

------------------
*Previously filed.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.

Dated this 12th day of December, 2000.

BERKSHIRE HATHAWAY INC. WARREN E. BUFFETT

By: /s/ Warren E. Buffett /s/ Warren E. Buffett
-------------------------------- ----------------------------------
Warren E. Buffett
Chairman of the Board

SII ACQUISITION, INC.

By: /s/ Warren E. Buffett
--------------------------------
Warren E. Buffett
Chief Executive Officer

Page 11 of 11
<PAGE> 12

Appendix A
<TABLE>
<CAPTION>
Sole Voting Sole Dispositive Shared Voting Shared Dispositive Current Right % of
Shareholder Power Power Power Power to Acquire* Total Outstanding
----------- ----------- ---------------- ------------- ------------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert E. Shaw 197,395 6,832,348 567,840 567,840 -- 7,400,583 5.97
Robert E. Shaw, L.P. 100,000 100,000 -- -- -- 100,000 .08
Anna Sue Shaw -- -- 567,840 567,840 -- 567,840 .05
Robert E. Shaw, Jr. 316,599 316,599 -- -- -- 316,599 .26
Susan S. Young 534,480 534,480 -- -- -- 534,480 .43
Thomas Tripp Shaw 383,846 383,846 -- -- -- 383,846 .31
Lewis Clayton Shaw 605,812 605,812 -- -- -- 605,812 .49
Julian D. Saul 288,222 11,448,946 217,721 217,721 -- 11,666,667 9.41
Julian D. Saul Family Trust -- 6,267,883 -- -- -- 11,160,724 9.00
Saul Family Holdings 288,222 5,181,063 -- -- -- 5,181,063 4.17
Anita Saul -- -- 217,721 217,721 -- 217,721 .18
Anita Saul Family Trust -- -- 195,211 195,211 -- 195,211 .16
W. Norris Little 318,640 318,640 110,210 110,210 -- 428,850 .35
Billie Mancin Little -- -- 110,210 110,210 -- 110,210 .09
Little Family Limited
Partnership 110,210 110,210 -- -- -- 110,210 .09
William C. Lusk, Jr. 626,129 626,129 8,528 8,528 -- 634,657 .51
Vance D. Bell 116,450 116,450 -- -- 55,800 172,250 .14
Gerald Embry 339,982 339,982 4,844 4,844 2,700 347,526 .28
Spright D. Holland 30,270 30,270 1,450 1,450 32,400 64,120 .05
Kenneth G. Jackson 16,212 16,212 -- -- 58,600 74,812 .06
Jeffrey Todd Meadows 6,283 6,283 -- -- 41,400 47,683 .03
Percy D. Merritt 27,167 27,167 -- -- 61,400 88,567 .07
Henry H. Long 27,761 27,761 -- -- 61,400 89,161 .07
Julius C. Shaw, Jr. 47,828 555,712 -- -- 35,500 591,212 .47
J. C. Shaw -- 6,313,931 64,622 64,622 -- 6,378,553 5.14
Shaw Family Holdings, LLC -- -- -- -- -- -- --
Legacy Strata, LLC -- 6,309,656 -- -- -- 6,309,656 5.08
Linda Saul Schejola 77,969 7,777,777 -- -- -- 7,777,777 6.27
Linda Saul Schejola Family
Trust -- 7,699,808 -- -- -- 7,699,808 6.21
R. Julian McCamy 427,236 3,163,344 -- -- -- 3,163,344 2.55
Eleanor Shaw McCamy -- -- -- -- -- -- --
McCamy Capital, LLC -- 1,838,771 -- -- -- 1,838,771 1.48
Club Development Associates,
Inc. -- 110,526 -- -- -- 110,526 .09
Mike Sanders -- 110,526 -- -- -- 110,526 .09
</TABLE>

---------------

*Represent shares subject to stock options exercisable within 60 days.