-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BL3UXLWQfBkahF9tmbOVJuVOlVI2IvjZLwbPHVECA5Uzc47+y3OU3J2KomFvCu4S kVqCZOVywVGUDJLVeF1Upg== 0000089498-98-000040.txt : 19980630 0000089498-98-000040.hdr.sgml : 19980630 ACCESSION NUMBER: 0000089498-98-000040 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW INDUSTRIES INC CENTRAL INDEX KEY: 0000089498 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581032521 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06853 FILM NUMBER: 98655858 BUSINESS ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30722 BUSINESS PHONE: 7062783812 MAIL ADDRESS: STREET 1: 616 E WALNUT AVE STREET 2: P O DRAWER 2128 CITY: DALTON STATE: GA ZIP: 30720 11-K 1 1997 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number _______ A. Full title of the plan: SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SHAW INDUSTRIES, INC. P.O. Drawer 2128 Dalton, Georgia 30722-2128 Shaw Industries, Inc. Retirement Savings Plan Financial Statements and Schedules as of December 31, 1997 and 1996 Together With Auditors' Report SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits, With Fund Information--December 31, 1997 Statement of Net Assets Available for Plan Benefits, With Fund Information--December 31, 1996 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information, for the Year Ended December 31, 1997 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS: Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--December 31, 1997 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1997 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Shaw Industries, Inc. Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits, with fund information of SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits, with fund information for the year ended December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP - ----------------------- Arthur Andersen LLP Chattanooga, Tennessee June 1, 1998
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1997 Participant-Directed Stable Large Value Company Balanced Bond Fund Stock Fund Fund Fund ASSETS: Investments: Cash equivalents .............................. $ 17,836,502 $ 0 $ 0 $ 0 Investments, at fair value (Notes 2 and 3): Mutual funds ................................ 10,418,449 77,735,001 42,058,908 3,127,350 Company stock fund .......................... 0 0 0 0 Investments, at contract value (Notes 2 and 3): Group annuity insurance contracts ........... 92,133,317 0 0 0 ------------ ------------ ------------ ------------ Total investments ........................ 120,388,268 77,735,001 42,058,908 3,127,350 ------------ ------------ ------------ ------------ Receivables: Employee contributions ........................ 342,307 177,917 106,817 12,478 Employer contributions ........................ 76,651 68,025 41,518 4,637 Interest and dividend income .................. 16,106 0 0 0 ------------ ------------ ------------ ------------ Total receivables ........................ 435,064 245,942 148,335 17,115 ------------ ------------ ------------ ------------ Total assets ............................. 120,823,332 77,980,943 42,207,243 3,144,465 LIABILITIES: Refunds payable to participants ................. 58,703 207,470 129,401 7,762 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS ............. $120,764,629 $ 77,773,473 $ 42,077,842 $ 3,136,703 ============ ============ ============ ============ Participant-Directed International Small Shaw Company Company Industries Stock Fund Stock Fund Stock Fund Total Investments: Cash equivalents .............................. $ 0 $ 0 $ 36,867 $ 17,873,369 Investments, at fair value (Notes 2 and 3): Mutual funds ................................ 6,097,766 29,598,752 0 169,036,226 Company stock fund .......................... 0 0 5,229,657 5,229,657 Investments, at contract value (Notes 2 and 3): Group annuity insurance contracts ........... 0 0 0 92,133,317 ------------ ------------ ------------ ------------ Total investments ........................ 6,097,766 29,598,752 5,266,524 284,272,569 ------------ ------------ ------------ ------------ Receivables: Employee contributions ........................ 28,627 113,380 26,608 808,134 Employer contributions ........................ 10,527 44,477 10,323 256,158 Interest and dividend income .................. 0 0 197 16,303 ------------ ------------ ------------ ------------ Total receivables ........................ 39,154 157,857 37,128 1,080,595 ------------ ------------ ------------ ------------ Total assets ............................. 6,136,920 29,756,609 5,303,652 285,353,164 LIABILITIES: Refunds payable to participants ................. 29,702 109,386 18,751 561,175 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS ............. $ 6,107,218 $ 29,647,223 $ 5,284,901 $284,791,989 ============ ============ ============ ============
The accompanying notes are an integral part of this statement.
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1996 Participant-Directed Stable Large Value Company Balanced Fund Stock Fund Fund Total ASSETS: Investments: Cash equivalents .............................. $ 18,501,421 $ 0 $ 0 $ 18,501,421 Investments, at fair value (Notes 2 and 3): Mutual funds ............................... 9,771,970 77,992,166 27,453,769 115,217,905 Investments, at contract value (Notes 2 and 3): Group annuity insurance contracts .......... 99,500,201 0 0 99,500,201 ------------- ------------ ----------- ------------- Total investments ......................... 127,773,592 77,992,166 27,453,769 233,219,527 ------------- ------------ ----------- ------------- Receivables: Employee contributions ........................ 244,056 78,984 51,899 374,939 Employer contributions ........................ 100,545 33,738 20,982 155,265 Interest and dividend income .................. 23,737 787,398 52 811,187 ------------- ------------ ----------- ------------- Total receivables ........................ 368,338 900,120 72,933 1,341,391 ------------- ------------ ----------- ------------- Total assets ............................. 128,141,930 78,892,286 27,526,702 234,560,918 LIABILITIES: Refunds payable to participants .................. 331,383 253,097 167,631 752,111 ------------- ------------ ----------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS .............. $127,810,547 $78,639,189 $27,359,071 $233,808,807 ============= ============ =========== =============
The accompanying notes are an integral part of this statement.
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1997 Participant-Directed Stable Large Value Company Balanced Bond Fund Stock Fund Fund Fund ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments .... $ (295,951) $ 15,985,460 $ 3,746,742 $ 94,095 Interest and dividends .......... 8,426,908 3,548,446 3,194,331 158,031 ------------- ------------- ------------- ------------- Total investment income .... 8,130,957 19,533,906 6,941,073 252,126 ------------- ------------- ------------- ------------- Contributions: Employee contributions .......... 9,630,604 7,152,869 4,551,736 581,800 Employer contributions .......... 4,528,747 2,795,514 1,835,918 193,169 ------------- ------------- ------------- ------------- Total contributions ........ 14,159,351 9,948,383 6,387,654 774,969 ------------- ------------- ------------- ------------- Total additions ............ 22,290,308 29,482,289 13,328,727 1,027,095 ------------- ------------- ------------- ------------- DEDUCTIONS: Administrative expenses ............ 722,664 158,838 92,330 6,298 Benefit payments to participants ... 12,889,533 5,613,097 3,001,090 140,892 ------------- ------------- ------------- ------------- Total deductions ........... 13,612,197 5,771,935 3,093,420 147,190 ------------- ------------- ------------- ------------- INTERFUND TRANSFERS ................... (15,724,029) (24,576,070) 4,483,464 2,256,798 ------------- ------------- ------------- ------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ........ (7,045,918) (865,716) 14,718,771 3,136,703 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 127,810,547 78,639,189 27,359,071 0 ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year ------------- ------------- ------------- ------------- $ 120,764,629 $ 77,773,473 $ 42,077,842 $ 3,136,703 ============= ============= ============= ============= Participant-Directed International Small Shaw Company Company Industries Stock Fund Stock Fund Stock Fund Total ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments .... $ (434,833) $ (2,766,132) $ (707,722) $ 15,621,659 Interest and dividends .......... 651,064 1,385,202 104,085 17,468,067 ------------- ------------- ------------- ------------- Total investment income .... 216,231 (1,380,930) (603,637) 33,089,726 ------------- ------------- ------------- ------------- Contributions: Employee contributions .......... 1,223,936 5,911,183 1,112,661 30,164,789 Employer contributions .......... 431,777 2,210,974 443,393 12,439,492 ------------- ------------- ------------- ------------- Total contributions ........ 1,655,713 8,122,157 1,556,054 42,604,281 ------------- ------------- ------------- ------------- Total additions ............ 1,871,944 6,741,227 952,417 75,694,007 ------------- ------------- ------------- ------------- DEDUCTIONS: Administrative expenses ............ 12,849 73,737 11,117 1,077,833 Benefit payments to participants ... 245,389 1,579,535 163,456 23,632,992 ------------- ------------- ------------- ------------- Total deductions ........... 258,238 1,653,272 174,573 24,710,825 ------------- ------------- ------------- ------------- INTERFUND TRANSFERS ................... 4,493,512 24,559,268 4,507,057 0 ------------- ------------- ------------- ------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ........ 6,107,218 29,647,223 5,284,901 50,983,182 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 0 0 0 233,808,807 ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year ------------- ------------- ------------- ------------- $ 6,107,218 $ 29,647,223 $ 5,284,901 $ 284,791,989 ============= ============= ============= =============
The accompanying notes are an integral part of this statement. SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 AND 1996 1. DESCRIPTION AND ADMINISTRATION OF THE PLAN The following description of the Shaw Industries, Inc. Retirement Savings Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the plan document. General The Plan was adopted by the board of directors of Shaw Industries, Inc. (the "Company") effective April 1, 1986. The Plan was formed under Sections 401(a) and 401(k) of the Internal Revenue Code ("IRC") as a defined contribution, tax-exempt profit-sharing/savings plan. Eligible plan members make tax-deferred contributions to the Plan, and the Company matches these employee contributions on a percentage basis. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 , as amended ("ERISA"). Employees are eligible to participate on the January 1, April 1, July 1, or October 1 coinciding with or following the date they complete one year of service with the Company. Contributions Under the terms of the Plan, a participant may defer up to 15% of his annual salary, subject to certain IRC limits on pretax deferrals. The Company matches 50% of the participant's contribution up to 5% of his salary and 25% on contributions greater than 5% up to 15%. For the retail business unit, the Company matches 25% of the participant's contribution up to 15% of his salary. Participant contributions are deducted from payroll and, as directed by the participants, are deposited in any combination of several investment options, as long as the allocations to each of the options are in 5% increments. The Company's contributions are directed in the same manner as the employee's contribution. Participant Accounts Individual accounts are maintained for each of the Plan's participants to reflect the participant's contributions and related employer matching contributions as well as an allocation of investment income and administrative expenses. Net investment income of each fund is determined separately by the Plan's trustees and is allocated to the members of that fund in the same proportion that the value of their accounts in the fund bears to the total value of all accounts in that fund. Vesting and Benefit Distribution Participants are 100% vested and have nonforfeitable interests in their contributions and subsequent investment growth. Employees must have at least three years of company service in order to be vested in the company matching contributions unless the Plan is terminated, in which case employees are fully vested. Upon death, permanent disability, retirement at age 65, retirement at age 62 with five years of service, or termination of employment, the balance in the participant's account will be paid in cash to the participant or his designated beneficiary. Payment will be made either in a lump sum or in installments over a period not to exceed ten years, at the option of the participant. The Plan has established a provision for participants to make withdrawals from their accounts under certain "hardship" conditions if approved by the plan administrator. Forfeitures Forfeitures of nonvested company matching contributions are used to reduce company matching contributions. Unutilized forfeitures at December 31, 1997 and 1996 were $184,853 and $1,862, respectively. Plan Termination Although it has not expressed any intent to do so, the Company reserves the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of termination, participants will become fully vested in their account balances. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS Basis of Accounting The accompanying financial statements and schedules are presented on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to use estimates and assumptions that affect the net assets available for plan benefits and the changes therein. Actual results could differ from these estimates. Investment Valuation and Fund Composition The Plan's assets are held by a bank-administered trust and are invested in seven funds: the Stable Value Fund (formerly the Guaranteed Fund), the Large Company Stock Fund (formerly the Investment Fund), the Balanced Fund, the Bond Fund, the International Company Stock Fund, the Small Company Stock Fund, and the Shaw Industries Stock Fund. Investments of the trust, except for the guaranteed investment contracts ("GICs"), are stated at fair value based on quoted market prices. Fully benefit-responsive GICs are valued at contract value, which represents the principal balance of the investment contracts, plus accrued interest at the stated contract rate, less payments received and contract charges by the insurance company. At December 31, 1997, the weighted average crediting interest rate was 5.71%. For the year ended December 31, 1997, the annual yield on the GICs was 8.47%. The fair value of the investment contracts as of December 31, 1997 and 1996 was approximately $91,650,527 and $100,523,808, respectively. The Stable Value Fund (formerly the Guaranteed Fund) is invested, at the direction of the Plan's administrative committee, in contracts with insurance companies, in contracts with banks, or in one or more mutual funds which invest solely in interest-bearing obligations. This investment option has the lowest level of risk and the lowest anticipated long-term rate of return. At present, the Stable Value Fund is invested in interest-bearing contracts with major, top-rated insurance companies and in one mutual fund. The Large Company Stock Fund (formerly the Investment Fund) does not guarantee a fixed rate of return. It is primarily invested in the Vanguard Institutional Index Fund. This mutual fund invests in common stocks and similar equity securities. Investment income on the account's transactions is reinvested. The fund is valued at its proportionate share of the market value of the account's underlying investments at the financial statement date. The Balanced Fund does not guarantee a fixed rate of return. It is primarily invested in the Dodge & Cox Balanced Fund. This mutual fund invests in a combination of common stocks and fixed income securities. Investment income on the account's transactions is reinvested. The fund is valued at its proportionate share of the market value of the account's underlying investments at the financial statement date. The Bond Fund is primarily invested in the Dodge & Cox Income Fund. This fund invests the majority of its assets in various debt obligations issued or guaranteed by the U.S. government or other investment-grade securities. The International Company Stock Fund is invested primarily in the Templeton Foreign Fund. This fund invests the majority of its assets in stocks and bonds of companies and governments outside the United States in order to achieve long-term capital growth. It maintains a flexible investment policy and can invest in both developed and underdeveloped foreign countries. The Small Company Stock Fund invests primarily in the Parkstone Small Capitalization Institutional Fund. This fund seeks to achieve long-term growth of capital investing in the stocks of small capitalization companies. The Shaw Industries Stock Fund is invested in the shares of Shaw Industries, Inc. stock. Plan participants are limited to investing a maximum of 25% of their existing account balance or current deferral election in this fund. The net appreciation (depreciation) in fair value of investments in the accompanying statement of changes in net assets available for plan benefits reflects both realized and unrealized gains and losses. Purchases and sales of securities are reflected on a trade-date basis. Tax Status The Internal Revenue Service issued a determination letter dated September 25, 1996 stating that the Plan was designed in accordance with applicable IRC requirements as of June 24, 1994. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. Administrative Expenses Administrative expenses include trustee, record-keeping, and legal fees, all of which are paid by the Plan. 3. INVESTMENTS The trustee of the Plan held the Plan's investments and executed transactions therein. Plan investments at December 31, 1997 and 1996 which represent 5% or more of the Plan's investments are as follows: 1997 State Street Bank & Trust Company short-term investment .............................. $17,836,502 Vanguard Institutional Index Fund .......... 77,735,001 Dodge & Cox Balanced Fund .................. 42,058,908 Parkstone Small Capitalization Institutional 29,598,752 Fund Principal Mutual Life Insurance Company, guaranteed investment contract, 5.5%, due December 29, 2000 ....................... 14,733,800 1996 Nations Cash Reserves, money market fund ... $18,501,421 Prudential Insurance Company, guaranteed investment contract, 5.5%, June 30, 1998 14,857,380 Principal Mutual Life Insurance Company, guaranteed investment contract, 5.5%, due December 29, 2000 ....................... 12,699,267 Continental Assurance, guaranteed investment contract, 7.18%, due December 31, 1998 .. 12,893,377 Vanguard Institutional Index Fund .......... 77,992,166 Dodge & Cox Balanced Fund .................. 27,453,769 4. RECONCILIATION TO FORM 5500 As of December 31, 1997 and 1996, the Plan had $934,420 and $2,837,552, respectively, of pending distributions to participants who elected to withdraw from the Plan. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of net assets available for plan benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for plan benefits per the financial statements to the Form 5500 as filed by the Company for the years ended December 31, 1997 and 1996:
Net Assets Benefits Payable to 1997 Participants Benefits Available for Plan Benefits 1997 1996 Paid 1997 1996 Per financial statements ...... $ 0 $ 0 $ 23,632,991 $ 284,791,989 $ 233,808,807 1997 amounts pending distribution to participants .... 934,420 0 934,420 (934,420) 0 1996 amounts pending distribution to participants .... 0 2,837,552 (2,837,552) 0 (2,837,552) ---------- ------------ ------------- -------------- -------------- Per Form 5500 ...... $ 934,420 $ 2,837,552 $ 21,729,859 $ 283,857,569 $ 230,971,255 ========== ============ ============= ============== ==============
5. SUBSEQUENT EVENTS On February 9, 1998, the Company commenced a "dutch auction" tender offer to acquire up to approximately 10,600,000 shares of its common stock, representing approximately 8.1% of its currently outstanding shares. Under the terms of the offer, the Company's shareholders, including plan participants, could tender their shares at a price within a range of $11 to $14 per share for a period of 20 business days. In addition, the Company announced that no further cash dividends would be paid in fiscal 1998 subsequent to the quarterly dividend on February 27, 1998 to shareholders of record on February 16, 1998. Effective June 1, 1998, all funds invested in the Parkstone Small Capitalization Institutional Fund will be liquidated and invested in the Lazard Small Capitalization Fund. Effective July 1, 1998, a Mid Capitalization Fund will be added as a new investment fund. The new fund, PIMCO Mid Capitalization Growth Fund, invests in equity securities of U.S. based Companies with market capitalization between $1 billion and $5 billion. SCHEDULE I
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 Face Amount Current or Units Identity of Issuer and Description of Asset Cost Value 17,836,502 * State Street Bank & Trust Company Short-Term Investment $ 17,836,502 $ 17,836,502 1,044,980 Van Kampen Merritt Prime Rate Income Trust 10,493,735 10,418,449 3,026,076 John Hancock Life Insurance Company, guaranteed investment contract, 5.5%, due August 3,026,076 3,026,076 1, 2000 6,722,353 Life Insurance Company of Virginia, guaranteed investment contract, 6.9%, due 6,722,353 6,722,353 December 31, 2001 6,723,545 Security Life of Denver, guaranteed investment contract, 6.98%, due June 28, 2002 6,723,544 6,723,544 7,525,040 Allstate Life, guaranteed investment contract, 5.5%, due July 1, 1999 7,525,040 7,525,040 10,856,327 Allstate Life, guaranteed investment contract, 5.5%, due January 4, 2000 10,856,327 10,856,327 5,812,500 Commonwealth Life, guaranteed investment contract, 5.5%, due June 28, 1999 5,812,500 5,812,500 9,670,041 Commonwealth Life, guaranteed investment contract, 5.5%, due June 30, 1998 9,670,041 9,670,041 6,909,560 Continental Assurance, guaranteed investment contract, 5.5%, due December 31, 1998 6,909,560 6,909,560 8,886,893 Metropolitan Life, guaranteed investment contract, 5.5%, due June 29, 2001 8,886,893 8,886,893 3,025,984 John Hancock Life Insurance Company, guaranteed investment contract, 5.5%, due August 3,025,984 3,025,984 1, 2000 6,587,261 Prudential Insurance Company, guaranteed investment contract, 5.5%, due December 31, 6,587,261 6,587,261 1998 14,733,800 Principle Mutual Life Company, guaranteed investment contract, 5.5%, due December 29, 14,733,800 14,733,800 2000 1,653,938 Prudential Insurance Company, guaranteed investment contract, 5.5%, due June 30, 1998 1,653,938 1,653,938 258,887 Dodge & Cox Income Fund 3,038,244 3,127,350 629,813 Dodge & Cox Balanced Fund 35,656,419 42,058,908 867,966 Vanguard Institutional Index Fund 61,830,151 77,735,001 612,841 Templeton Foreign Fund 6,518,818 6,097,766 36,867 * State Street Bank Money Market Fund 36,867 36,867 449,863 * Shaw Industries, Inc. common stock 5,947,609 5,229,657 1,135,792 Parkstone Small Capitalization Institutional Fund 31,960,722 29,598,752 ------------- ------------ $265,452,384 $284,272,569 ============= ============
*Represents a party in interest. The accompanying notes are an integral part of this schedule. SCHEDULE II
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a) FOR THE YEAR ENDED DECEMBER 31, 1997 Purchases ------------------------------------- Current Value of Asset on Identity of Party Involved and Description Number of Purchase Transaction of Asset Transactions Price Date * Nations Cash Reserves, money market fund 252 $35,288,511 $35,288,511 * State Street Bank & Trust Co. .......... 50 26,653,018 26,653,018 Prudential Insurance Company, guaranteed investment contract, ..... 13 485,025 485,025 5.5%, due June 30, 1998 Parkstone Small Capitalization ......... 77 37,743,002 37,743,002 Institutional Fund Vanguard Institutional Index Fund ...... 75 14,593,626 14,593,626 Dodge & Cox Balanced Fund .............. 80 13,358,102 13,358,102
Sales ------------------------------------------------------------------- Current Value of Asset on Realized Number of Selling Cost of Transaction Gain Transactions Price Assets Date (Loss) * Nations Cash Reserves, money market fund 262 $53,789,931 $53,789,931 $53,789,931 $ 0 * State Street Bank & Trust Co. .......... 41 10,816,516 10,816,516 10,816,516 0 Prudential Insurance Company, guaranteed investment contract, ..... 1 13,688,468 13,688,468 13,688,468 0 5.5%, due June 30, 1998 Parkstone Small Capitalization ......... 44 5,207,065 5,611,245 5,207,065 (404,180) Institutional Fund Vanguard Institutional Index Fund ...... 45 31,623,591 30,559,641 31,623,591 1,063,950 Dodge & Cox Balanced Fund .............. 42 2,499,734 2,039,725 2,499,734 377,644
*Represents a party-in-interest. (a)Represents a transaction or a series of transactions in excess of 5% of the current value of plan assets as of the beginning of the year. The accompanying notes are an integral part of this schedule. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 1, 1998, included in this annual report of Shaw Industries, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 1997, into the Plan's previously filed Registration Statement No. 333-17303. /s/ ARTHUR ANDERSEN LLP - ----------------------- Arthur Andersen LLP Chattanooga, Tennessee June 25, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Shaw Industries, Inc. Retirement Savings Plan Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN /s/ KENNETH G. JACKSON ------------------------- Kenneth G. Jackson Savings Plan Committee June 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----