-----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, NTGjAIsVxQO9TChTcmbznPLUeVufcJ2xrqo6v97KTx1CAhFkWJFX3g29wpLMcmod n1ojrk0s+fpX4X1U0iJVrw== 0000089498-99-000027.txt : 19990630 0000089498-99-000027.hdr.sgml : 19990630 ACCESSION NUMBER: 0000089498-99-000027 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99655112 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 1998 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM 11-K (Mark One) |X|ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to _____________________ Commission file number 1-6853 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 Retirement Savings Plan Financial Statements and Schedules as of December 31, 1998 and 1997 Together With Auditors' Report SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1998 AND 1997 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statement of Net Assets Available for Plan Benefits, With Fund Information--December 31, 1998 Statement of Net Assets Available for Plan Benefits, With Fund Information--December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits, With Fund Information, for the Year Ended December 31, 1998 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS: Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--December 31, 1998 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended December 31, 1998 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 as of December 31, 1998 and 1997, and the related statement of changes in net assets available for plan benefits, with fund information for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for plan benefits for the year ended December 31, 1998, 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. ARTHUR ANDERSEN LLP Atlanta, Georgia May 26, 1999
SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1998 Participant-Directed --------------------------------------------------------- Stable Large Value Company Balanced Bond Fund Stock Fund Fund Fund ------------ ------------- ------------ ----------- ASSETS: Investments: Cash equivalents .......................... 223 0 0 0 Investments, at fair value (Notes 2 and 3): Mutual funds ........................... 11,096,571 108,576,588 43,043,256 5,996,947 Collective investment trust ............ 9,528,809 0 0 0 Company stock .......................... 0 0 0 0 Investments, at contract value (Note 2): Group annuity insurance contracts ...... 115,168,531 0 0 0 ------------ ------------ ------------ ------------ Total investments ................... 135,794,134 108,576,588 43,043,256 5,996,947 ------------ ------------ ------------ ------------ Receivables: Employee contributions .................... 102,780 79,974 39,661 6,829 Employer contributions .................... 43,406 31,705 15,950 2,777 Interest and dividend income .............. 513,306 0 0 0 ------------ ------------ ------------ ------------ Total receivables ................... 659,492 111,679 55,611 9,606 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS .......... $136,453,626 $108,688,267 $ 43,098,867 $ 6,006,553 ============ ============ ============ ============
(CONT.) Participant-Directed --------------------------------------------------------- International Small Medium Shaw Company Company Company Industries Stock Fund Stock Fund Stock Fund Stock Fund Total ------------ ------------ ------------ ------------ ------------ ASSETS: Investments: Cash equivalents .......................... 0 0 0 34,144 34,367 Investments, at fair value (Notes 2 and 3): Mutual funds ........................... 6,193,757 21,809,363 2,316,354 0 199,032,836 Collective investment trust ............ 0 0 0 0 9,528,809 Company stock .......................... 0 0 0 14,402,342 14,402,342 Investments, at contract value (Note 2): Group annuity insurance contracts ...... 0 0 0 0 115,168,531 ------------ ------------ ------------ ------------ ------------ Total investments ................... 6,193,757 21,809,363 2,316,354 14,436,486 338,166,885 ------------ ------------ ------------ ------------ ------------ Receivables: Employee contributions .................... 7,607 32,655 4,303 11,694 285,503 Employer contributions .................... 3,038 13,401 1,629 4,714 116,620 Interest and dividend income .............. 0 0 0 0 513,306 ------------ ------------ ------------ ------------ ------------ Total receivables ................... 10,645 46,056 5,932 16,408 915,429 ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS .......... $ 6,204,402 $ 21,855,419 $ 2,322,286 $ 14,452,894 $339,082,314 ============ ============ ============ ============ ============
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, 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 .......................... 0 0 0 0 Investments, at contract value (Note 2): 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 ============ ============ ============ ============ (cont.) Participant-Directed --------------------------------------------------------- International Small Shaw Company Company Industries Stock Fund Stock Fund Stock Fund Total ------------ ------------ ------------ ------------ 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 .......................... 0 0 5,229,657 5,229,657 Investments, at contract value (Note 2): 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 CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998 Participant-Directed --------------------------------------------------------------- Stable Large Value Company Balanced Bond Fund Stock Fund Fund Fund ------------- ------------- ------------- ------------- ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments ................... (44,039) 21,156,872 (1,196,674) 32,001 Interest and dividends ..................... 8,170,246 2,087,825 3,795,954 290,223 ------------- ------------- ------------- ------------- Total investment income (loss) ...... 8,126,207 23,244,697 2,599,280 322,224 ------------- ------------- ------------- ------------- Contributions: Employee contributions ..................... 8,963,398 8,872,538 4,599,363 667,644 Employer contributions ..................... 3,779,717 3,666,829 1,949,774 268,917 Rollovers .................................. 1,699,371 215,559 25,049 11,755 ------------- ------------- ------------- ------------- Total contributions ................. 14,442,486 12,754,926 6,574,186 948,316 ------------- ------------- ------------- ------------- Total additions ..................... 22,568,693 35,999,623 9,173,466 1,270,540 ------------- ------------- ------------- ------------- DEDUCTIONS: Administrative expenses ....................... 475,399 159,488 69,466 9,376 Benefit payments to participants .............. 11,450,070 7,752,378 3,605,113 505,448 ------------- ------------- ------------- ------------- Total deductions .................... 11,925,469 7,911,866 3,674,579 514,824 ------------- ------------- ------------- ------------- INTERFUND TRANSFERS ............................... 5,045,773 2,827,037 (4,477,862) 2,114,134 INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ................................. 15,688,997 30,914,794 1,021,025 2,869,850 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year ....................................... 120,764,629 77,773,473 42,077,842 3,136,703 ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 136,453,626 $ 108,688,267 $ 43,098,867 $ 6,006,553 ============= ============= ============= =============
------------------------------------------------------------------------------- International Small Medium Shaw Company Company Company Industries Stock Fund Stock Fund Stock Fund Stock Fund Total ------------- ------------- ------------- ------------- ------------- ADDITIONS: Investment income: Net appreciation (depreciation) in fair value of investments ................... (1,041,414) (4,432,066) 119,120 6,862,146 21,455,946 Interest and dividends ..................... 666,938 334,309 117,222 143,769 15,606,486 ------------- ------------- ------------- ------------- ------------- Total investment income (loss) ...... (374,476) (4,097,757) 236,342 7,005,915 37,062,432 ------------- ------------- ------------- ------------- ------------- Contributions: Employee contributions ..................... 1,245,556 4,508,850 130,338 1,214,368 30,202,055 Employer contributions ..................... 511,207 1,906,570 48,519 496,924 12,628,457 Rollovers .................................. 13,939 46,049 6,431 14,417 2,032,570 ------------- ------------- ------------- ------------- ------------- Total contributions ................. 1,770,702 6,461,469 185,288 1,725,709 44,863,082 ------------- ------------- ------------- ------------- ------------- Total additions ..................... 1,396,226 2,363,712 421,630 8,731,624 81,925,514 ------------- ------------- ------------- ------------- ------------- DEDUCTIONS: Administrative expenses ....................... 12,171 44,972 1,802 16,426 789,100 Benefit payments to participants .............. 649,707 2,058,832 38,554 785,987 26,846,089 ------------- ------------- ------------- ------------- ------------- Total deductions .................... 661,878 2,103,804 40,356 802,413 27,635,189 ------------- ------------- ------------- ------------- ------------- INTERFUND TRANSFERS ............................... (637,164) (8,051,712) 1,941,012 1,238,782 0 INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ................................. 97,184 (7,791,804) 2,322,286 9,167,993 54,290,325 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year ....................................... 6,107,218 29,647,223 0 5,284,901 284,791,989 ------------- ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 6,204,402 $ 21,855,419 $ 2,322,286 $ 14,452,894 $ 339,082,314 ============= ============= ============= ============= =============
The accompanying notes are an integral part of this statement. - 6 - SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS and Schedules December 31, 1998 and 1997 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. During 1997, the Company acquired several retail stores. Employees of these newly acquired stores were given credit for prior service towards meeting eligibility requirements. 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%. The Company matched 25% of the participant's contribution up to 15% of his salary for the retail business unit until its disposition in August, 1998. 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 are 100% vested in the company matching contributions after three years of service 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, 1998 and 1997 were $704,727 and $184,853, 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 eight funds: the Stable Value Fund, the Large Company Stock Fund, the Balanced Fund, the Bond Fund, the International Company Stock Fund, the Small Company Stock Fund, the Medium 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, 1998, the weighted average crediting interest rate was 6.6%. For the year ended December 31, 1998, the annual yield on the GICs was 7%. The fair value of the investment contracts as of December 31, 1998 and 1997 was approximately $117,581,747 and $91,650,527, respectively. The Stable Value Fund is invested in contracts with insurance companies, in contracts with banks, or in one or more mutual funds which invest solely in interest-bearing obligations. The fund is actively managed by Dwight Asset Management Company for the year ended December 31, 1998. 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, in one mutual fund, and in one collective investment trust. The Large Company Stock Fund does not guarantee a fixed rate of return. It is invested in the Vanguard Institutional Index Fund, which is a Standard and Poor's 500 index fund. This mutual fund invests in common stocks and similar equity securities. The fund seeks long-term growth of capital and income from dividends. The Balanced Fund does not guarantee a fixed rate of return. It is invested in the Dodge & Cox Balanced Fund. This mutual fund invests in a combination of common stocks and fixed income securities. The fund seeks to provide shareholders with regular income, conservation of principal and an opportunity for long-term growth of principal and income by investing in a diversified portfolio of stocks and bonds. The Bond Fund is 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 fund seeks to provide shareholders with a high and stable rate of current income, consistent with long-term preservation of capital, by investing in a diversified portfolio of high-quality bonds and other fixed-income securities. The International Company Stock Fund is invested 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 was previously invested in the Parkstone Small Capitalization Institutional Fund. During 1998, this fund was liquidated and reinvested in the Lazard Small Capitalization Institutional Fund. This fund seeks to achieve long-term growth of capital investing in the stocks of small capitalization companies. Effective July 1, 1998, the Medium Company Stock Fund was added as an investment option. This fund invests in the PIMCO Advisors Institute Cadence Middle Capitalization Growth Fund. This fund seeks to achieve growth of capital by investing in equity securities of United States companies with medium market capitalization, targeting companies with market values between $1 billion and $5 billion. 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 investment management 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, 1998 and 1997 which represent 5% or more of the Plan's investments are as follows: 1998 ------------ Dwight Asset Management Target 5 Fund, 6.6%, due January 1, 2000 .................................. $ 24,886,790 Dodge & Cox Balanced Fund .............................. 43,043,256 Vanguard Institutional Index Fund ...................... 108,576,588 Lazard Small Capitalization Institutional Fund ......... 21,809,363 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 Fund ...... 29,598,752 Principal Mutual Life Insurance Company, guaranteed investment contract, 5.5%, due December 29, 2000 ... 14,733,800 4. RECONCILIATION TO FORM 5500 As of December 31, 1998 and 1997, the Plan had $2,162,518 and $934,420, 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, 1998 and 1997:
Net Assets Benefits Payable to Available for Plan Participants 1998 Benefits ----------------------------- Benefits ------------------------------ 1998 1997 Paid 1998 1997 ------------- ------------- ------------- ------------- ------------- Per financial statements 0 0 $ 26,846,089 $ 339,082,314 $ 284,791,989 1998 amounts pending distribution to participants ....... 2,162,518 0 2,162,518 (2,162,518) 0 1997 amounts pending distribution to participants ....... 0 934,420 (934,420) 0 (934,420) ------------- ------------- ------------- ------------- ------------- Per Form 5500 .......... $ 2,162,518 $ 934,420 $ 28,074,187 $ 336,919,796 $ 283,857,569 ============= ============= ============= ============= =============
5. SUBSEQUENT EVENT Effective January 1, 1999, the 25% investment limit on the Shaw Industries Stock Fund discussed in Note 2 was eliminated. Participants may now invest any portion of their existing balance or current deferral percentage in this fund option.
SCHEDULE I SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Face Amount Current or Units Identity of Issuer and Description of Asset Cost Value - ---------- --------------------------------------------------------------------------------------------- ------------ ------------ 9,528,809 SEI Stable Asset Fund $ 9,528,809 $ 9,528,809 34,367 * State Street Bank & Trust Company Short-Term Investment Fund 34,367 34,367 1,117,479 Van Kampen Merritt Prime Rate Income Trust 11,215,897 11,096,569 3,009,133 John Hancock Life Insurance Company, guaranteed investment contract, 3.9%, due August 1, 2000 3,009,133 3,009,133 7,145,587 Life Insurance Company of Virginia, guaranteed investment contract, 6.9%, due December 31, 2001 7,145,587 7,145,587 7,151,856 Security Life of Denver, guaranteed investment contract, 6.98%, due June 28, 2002 7,151,856 7,151,856 8,093,249 Allstate Life, guaranteed investment contract, 8.28%, due July 1, 1999 8,093,249 8,093,249 11,527,754 Allstate Life, guaranteed investment contract, 6.37%, due January 4, 2000 11,527,754 11,527,754 24,886,790 * Dwight Asset Management Target 5 Fund, 6.60%, due January 1, 2000 24,886,790 24,886,790 6,206,355 Commonwealth Life, guaranteed investment contract, 8.19%, due June 28, 1999 6,206,355 6,206,355 9,473,894 Metropolitan Life, guaranteed investment contract, 7.24%, due June 29, 2001 9,473,894 9,473,894 14,000,000 METLIFE, guaranteed investment contract, 6.25%, due April 30, 2044 14,000,000 14,000,000 3,009,754 John Hancock Life Insurance Company, guaranteed investment contract, 4.17%, due August 1, 2000 3,009,754 3,009,754 5,126,486 John Hancock Life Insurance Company, guaranteed investment contract, 6.10%, due December 15, 2002 5,126,486 5,126,486 15,537,675 Principle Mutual Life Company, guaranteed investment contract, 5.98%, due December 28, 2000 15,537,675 15,537,675 489,547 Dodge & Cox Income Fund 5,901,738 5,996,947 659,970 Dodge & Cox Balanced Fund 38,897,498 43,043,256 962,132 Vanguard Institutional Index Fund 74,396,495 108,576,588 738,231 Templeton Foreign Fund 7,443,819 6,193,757 593,911 * Shaw Industries, Inc. common stock 8,522,590 14,402,342 100,188 Pimco Advisors Institute Cadence Middle Capitalization Growth Fund 2,191,981 2,316,354 1,254,132 Lazard Small Capitalization Institutional Fund 25,108,398 21,809,363 ------------ ------------ $298,410,125 $338,166,885 ============ ============
*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, 1998 Purchases Sales ---------------------------------- ---------------------------------------------------- Number Current Value Number Current Value of of Asset on of of Asset on Realized Identity of Party Involved and Trans- Purchase Transaction Trans- Selling Cost of Transaction Gain Description of Asset actions Price Date actions Price Assets Date (Loss) - ------------------------------------------------------------------------------------------------------------------------------------ SEI Stable Asset Fund ........................ 42 $16,740,986 $16,740,986 33 $ 7,212,178 $ 7,212,178 $ 7,212,178 $ 0 *Dwight Asset Management Target 5 Fund ....... 12 24,886,790 24,886,790 0 0 0 0 0 *State Street Bank & Trust Co. ............... 64 138,869,651 138,869,651 61 156,708,653 156,708,653 156,708,653 0 Vanguard Institutional Index Fund ............ 94 21,993,859 21,993,859 99 12,309,144 9,427,515 12,309,144 2,881,629 Lazard Small Capitalization Institutional Fund 55 32,335,194 32,335,194 59 5,891,313 9,588,766 5,891,313 (3,697,453) Parkstone Small Capitalization Institutional . 28 2,694,780 2,694,780 41 32,495,984 32,293,532 32,495,984 202,452 Fund
* 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. 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, 1999 Consent of Independent Public accountants As independent public accountants, we hereby consent to the incorporation by reference of our report dated May 26, 1999, included in this annual report of Shaw Industries, Inc. Retirement Savings Plan on Form 11-K for the year ended December 31, 1998, into the Plan's previously filed Registration Statement No. 333-62915. ARTHUR ANDERSEN LLP Atlanta, Georgia June 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----