UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2002
MOHAWK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 01-19826 52-1604305
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(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
160 South Industrial Blvd., Calhoun, Georgia 30701
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(Address, including zip code, of principal executive offices)
(706) 629-7721
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(Registrant's telephone number, including area code)
Item 2. Other Events
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Pursuant to that certain Agreement and Plan of Merger by and among
Mohawk Industries, Inc. ("Mohawk"), Maverick Merger Sub, Inc. and
Dal-Tile International Inc. ("Dal-Tile") dated as of November 19, 2001,
as amended (the "Agreement"), on March 20, 2002, Mohawk acquired all
the outstanding stock of Dal-Tile for a purchase price of approximately
$1,545 million, consisting of 12.9 million shares of Mohawk's common
stock, options to purchase approximately 2.1 million shares of the
Company's common stock and $720 million in cash. The number of shares
of, and options to purchase, Mohawk common stock was determined based
on the exchange ratio of .2213, as calculated pursuant to the
Agreement. The Company's common stock and options were valued at
$825 million based on the measurement date stock price. The transaction
is being accounted for using the purchase method of accounting.
The cash portion of the purchase price was financed by borrowings under
Mohawk's existing credit facilities and $600 million of borrowings
under a 364-day term loan facility among Mohawk, Wachovia Investors,
Inc., Goldman Sachs Credit Partners L.P. and SunTrust Bank
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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A. Financial Statements of Dal-Tile International Inc. for December 28,
2001.
B. Unaudited Pro Forma Condensed Combined Consolidated Financial
Information.
C. Exhibits
23.1 Independent Auditors Consent - Ernst & Young LLP.
99.1 Financial Statements of Dal-Tile International Inc. for
December 28, 2001.
99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Mohawk Industries, Inc.
Date: March 20, 2002 By: /s/ Frank H. Boykin
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Frank H. Boykin
VP & Corporate Controller
INDEX TO EXHIBITS
Exhibit
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23.1 Independent Auditors Consent - Ernst & Young LLP.
99.1 Financial Statements of Dal-Tile International Inc. for the period
ended December 28, 2001.
99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Information.