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SHAW INDUSTRIES TO MERGE WITH SALEM CARPET MILLS

 SHAW INDUSTRIES TO MERGE WITH SALEM CARPET MILLS
 DALTON, Ga., Feb. 10 /PRNewswire/ -- Today the boards of directors


of Shaw Industries, Inc. (NYSE: SHX) and Salem Carpet Mills, Inc. (NASDAQ: SLCR) announced an agreement for the merger of Salem Carpet Mills, Inc. and Shaw Industries, Inc. The transaction is subject to approval by the shareholders of Salem Carpet Mills, Inc. and the necessary government filings.
 The transaction is valued at $65,000,000, which equates to $7.98 per share of Salem Carpet Mills, Inc. common stock. Under the terms of the merger agreement, shareholders of Salem Carpet Mills may elect to receive cash of $7.98, subject to a maximum of 50 percent of the shares electing cash, or may elect to receive shares of Shaw Industries, Inc. common stock based on the average value of such stock during a 15-day trading period prior to the Salem Carpet Mills, Inc. shareholders meeting to approve the merger. The exchange ratio is limited by a valuation of Shaw common stock of a maximum of $44 per share and a minimum of $36 per share.
 Robert E. Shaw, president and chief executive officer of Shaw Industries, commented that this acquisition is expected to enhance the capacity of Shaw Industries to provide a broader base of products to its present customers. Shaw also noted that Shaw Industries is dedicated to continuing the exceptional quality products currently produced by Salem.
 W. Douglas Foster, president and chief executive officer of Salem, said, "Our companies are leaders in the industry and this transaction will provide opportunities to our stockholders, employees and customers to experience the benefits of the strengths of the combined companies."
 Shaw reported sales of $847.5 million for the six months ended Dec. 28, 1991, while Salem reported sales of $396.0 million for the twelve months ended Dec. 28, 1991.
 -0- 2/10/92
 /CONTACT: W.M. Sims Jr. of Shaw Industries, 404-278-3812, or Thomas F. Lanier of Salem Carpet Mills, 919-727-1200/
 (SHX SLCR) CO: Shaw Industries, Inc.; Salem Carpet Mills, Inc. ST: Georgia, North Carolina IN: TEX SU: TNM


JT -- NY028 -- 8198 02/10/92 10:22 EST
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Publication:PR Newswire
Date:Feb 10, 1992
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