-----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, UsNBbtcP+nc6LPsvMdsr/GDTiicRlyX+ZRS92cTkfUOlJPpcjku2FvBejINgTTH0 ol3nke/o49ARpWIeZT0CBA== 0000950144-98-008067.txt : 19980703 0000950144-98-008067.hdr.sgml : 19980703 ACCESSION NUMBER: 0000950144-98-008067 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980702 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM GROUP INC / CENTRAL INDEX KEY: 0000910468 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 582060334 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44555 FILM NUMBER: 98659759 BUSINESS ADDRESS: STREET 1: 210 TOWNPARK DR CITY: KENNESAW STATE: GA ZIP: 30144 BUSINESS PHONE: 7705909369 FILED BY: 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: SC 13D 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 SC 13D 1 THE MAXIM GROUP/SHAW INDUSTRIES 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. _____)(1) THE MAXIM GROUP, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.0001 Par Value Per Share - ------------------------------------------------------------------------------- (Title of Class of Securities) 820286-10-2 - ------------------------------------------------------------------------------- (CUSIP Number) Bennie M. Laughter, Esq. Vice President, Secretary and General Counsel Shaw Industries, Inc. 616 East Walnut Avenue, Dalton, Georgia 30720 (706) 275-1018 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 23, 1998 - ------------------------------------------------------------------------------- (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 [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 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 ("Act") 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). 2 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 2 OF 10 PAGES - --------------------------- ----------------------------
SCHEDULE 13D - ----------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Shaw Industries, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 58-1032521 - ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEMS 2(d) or 2(e) - ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Georgia - ----------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,150,000** ------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - ------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,150,000** WITH ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ----------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,150,000** - ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_] SHARES* - ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.38% after giving effect to the consummation of the transactions described herein*** - ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - ----------------------------------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT!
- ------------------------------ ** Acquisition of such shares is conditioned upon the occurrence of certain events specified in the Merger Agreement (as hereinafter defined) incorporated by reference as Exhibit 99.1 to this Schedule 13D. *** As of June 23, 1998, there were 16,079,677 shares of Common Stock of the Issuer issued and outstanding. 3 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 3 OF 10 PAGES - --------------------------- ---------------------------- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the common stock, $.0001 par value per share (the "Common Stock"), of The Maxim Group, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 210 TownPark Drive, Kennesaw, Georgia 30144. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the person filing this statement is Shaw Industries, Inc., a Georgia corporation ("Shaw"). (b) The address of the principal office and principal place of business of Shaw is 616 East Walnut Avenue, Dalton, Georgia 30720. As its principal business, Shaw manufactures and sells carpeting and rugs throughout the United States, the United Kingdom, Australia and Mexico, and exports to Canada and many other countries. Shaw designs and manufactures approximately 2,600 styles of tufted and woven carpet for residential and commercial uses. (c) Set forth in Schedule I is the (a) name, (b) residence or business address, (c) present principal occupation or employment, and (d) name, principal business and address of any corporation or other organization in which such employment is conducted of each of Shaw's directors and executive officers as of the date hereof. Each such person listed on Schedule I is a citizen of the United States. During the past five years, neither Shaw nor, to Shaw's knowledge, any person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (d) During the past five years, neither Shaw nor, to Shaw's knowledge, any person named in Schedule I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Pursuant to an Agreement and Plan of Merger dated as of June 23, 1998 (the "Merger Agreement") among Shaw, the Issuer, CMAX Acquisition, Inc. ("Subsidiary") and Shaw Carpet Showplace, Inc. ("Target"), and subject to the conditions set forth therein (including federal regulatory approvals), Subsidiary will be merged (the "Merger") with and into Target in accordance with the Merger Agreement. Target will continue to exist as the surviving corporation to the Merger and a wholly owned subsidiary of the Issuer. Under the terms of the Merger Agreement, at the effective time of the Merger, the Issuer will issue to Shaw, as part of the Merger consideration, 3,150,000 shares of Common Stock. In connection with the Merger, and as a condition to the consummation thereof, Shaw and the Issuer will enter into a Shareholder's Agreement pursuant to which, among other things, Shaw will agree for a period of one year following the effective time of the Merger not to acquire in excess of 25% of the outstanding Common Stock of the Issuer and the Issuer will grant to Shaw certain registration rights with respect to the 3,150,000 shares of Common Stock to be acquired in the Merger. 4 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 4 OF 10 PAGES - --------------------------- ---------------------------- The description of the Merger and the Merger Agreement contained in this Schedule 13D are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 99.1 to this Schedule 13D and incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. (a) - (b) As described in Item 3 above, Shaw will acquire the 3,150,000 shares of Common Stock of the Issuer upon and as a result of the acquisition by the Issuer of Target in the Merger of Subsidiary with and into Target. The Merger Agreement contains customary representations and warranties on the part of Shaw, the Issuer, Target and Subsidiary, and the consummation of the Merger is subject to customary closing conditions, including, without limitation, approval by federal regulatory agencies. (c) Not applicable. (d) Not applicable. (e) Other than as a result of the Merger described in Item 3 above, not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Other than as described in the Merger Agreement, Shaw currently has no plans or proposals which relate to, or would result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D, except that Shaw may acquire additional shares of the Common Stock of the Issuer but in no event will Shaw acquire in excess of 25% of the outstanding Common Stock of the Issuer in the one-year period following the effective time of the Merger. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) Upon consummation of the Merger, Shaw will own beneficially and of record 3,150,000 shares of Common Stock, representing 16.38% of the issued and outstanding shares of Common Stock of the Issuer as of June 23, 1998. At the effective time of the Merger, Shaw will have sole voting and dispositive power over such shares. To Shaw's knowledge, no shares of Common Stock of the Issuer are beneficially owned by any of the persons named in Schedule I. (c) Neither Shaw, nor, to Shaw's knowledge, any person named in Schedule I, has effected any transaction in Common Stock of the Issuer during the past 60 days. 5 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 5 OF 10 PAGES - --------------------------- ---------------------------- (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described herein, to Shaw's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Shaw or any of the persons named in Schedule I and between such persons and any person with respect to any securities of the Issuer, 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. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 6 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 6 OF 10 PAGES - --------------------------- ---------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description ----------- ----------- 99.1 Agreement and Plan of Merger, dated June 23, 1998, among The Maxim Group, Inc., CMAX Acquisition, Inc., Shaw Industries, Inc., and Shaw Carpet Showplace, Inc., and forms of Subordinated Promissory Note and Shareholder's Agreement attached thereto as Exhibits B and C, respectively. [Incorporated by reference to Exhibit 99.1 to Shaw's Current Report on Form 8-K dated June 26, 1998 (File No. 1-6853).]
7 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 7 OF 10 PAGES - --------------------------- ---------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 1, 1998 SHAW INDUSTRIES, INC. By: /s/ Bennie M. Laughter ------------------------------------- Bennie M. Laughter Vice President, Secretary and General Counsel 8 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 8 OF 10 PAGES - --------------------------- ---------------------------- SCHEDULE I
NAME OF SHAW DIRECTOR OR EXECUTIVE PRINCIPAL OCCUPATION NAME AND OFFICER OR EMPLOYMENT BUSINESS ADDRESS - ---------------------- -------------------- ---------------- J. C. Shaw Chairman Emeritus Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30720 Robert E. Shaw Chairman and Chief Executive Shaw Industries, Inc. Officer 616 East Walnut Avenue Dalton, Georgia 30720 W. Norris Little President and Chief Operating Shaw Industries, Inc. Officer 616 East Walnut Avenue Dalton, Georgia 30720 William C. Lusk, Jr. Retired c/o Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30720 Thomas G. Cousins President - Cousins Properties Cousins Properties Incorporated Incorporated 2500 Windy Ridge Parkway Suite 1600 Atlanta, Georgia 30339 S. Tucker Grigg, Jr. Manufacturer of Advertising and NRI Marketing Displays, Furniture and 119 Shockoe Slip Bedding Richmond, VA 23219 Robert R. Harlin Partner, Powell, Goldstein, Frazer Powell, Goldstein, Frazer & Murphy LLP & Murphy LLP 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Robert J. Lunn Managing Director of Lunn Lunn Partners Partners, LLC The Rookery 209 S. LaSalle Street Chicago, IL J. Hicks Lanier Chairman and Chief Executive Oxford Industries, Inc. Officer of Oxford Industries, Inc. 222 Piedmont Avenue, NE P. O. Box 54600 Atlanta, Georgia 30308 R. Julian McCamy Real Estate Developer 3469 Knollwood Drive, NW Atlanta, Georgia 30305 Vance D. Bell Vice President, Marketing Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30720
9 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 9 OF 10 PAGES - --------------------------- ----------------------------
NAME OF SHAW DIRECTOR OF EXECUTIVE PRINCIPAL OCCUPATION NAME AND OFFICER OR EMPLOYMENT BUSINESS ADDRESS - --------------------- -------------------- --------------------- Kenneth G. Jackson Vice President and Chief Financial Shaw Industries, Inc. Officer 616 East Walnut Avenue Dalton, Georgia 30720 Carl P. Rollins Vice President, Administration Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30720 Bennie M. Laughter Vice President, Secretary and Shaw Industries, Inc. General Counsel 616 East Walnut Avenue Dalton, Georgia 30720 Douglas H. Hoskins Controller Shaw Industries, Inc. 616 East Walnut Avenue Dalton, Georgia 30720
10 - --------------------------- ---------------------------- CUSIP NO. 820286-10-2 13D PAGE 10 OF 10 PAGES - --------------------------- ---------------------------- EXHIBIT INDEX Exhibit No. Description 99.1 Agreement and Plan of Merger, dated June 23, 1998, among The Maxim Group, Inc., CMAX Acquisition, Inc., Shaw Industries, Inc., and Shaw Carpet Showplace, Inc., and forms of Subordinated Promissory Note and Shareholder's Agreement attached thereto as Exhibits B and C, respectively. [Incorporated by reference to Exhibit 99.1 to Shaw's Current Report on Form 8-K dated June 26, 1998 (File No. 1-6853).] -----END PRIVACY-ENHANCED MESSAGE-----