UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 5)*
MOHAWK INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
60819010
(CUSIP Number)
MR. S.H. SHARPE
EXECUTIVE VICE PRESIDENT
ALADDIN MILLS
2001 ANTIOCH ROAD
DALTON, GEORGIA 30721
(706) 277-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 2001
(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 that 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.
* 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 disclosure 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 (the "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).
CUSIP NO. 60819010 Page 2 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Alan S. Lorberbaum
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 140,000
BENEFICIALLY OWNED 8. SHARED VOTING POWER 263,721
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 140,000
PERSON WITH 10. SHARED DISPOSITIVE POWER 263,721
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,721
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8% [based upon 52,612,391 share indicated as outstanding as of
11/07/01 as shown on the Form 10-Q for the quarter ended September 29, 2001.]
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 3 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey S. Lorberbaum
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 10,086,073
BENEFICIALLY OWNED 8. SHARED VOTING POWER 4,249,325
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 10,086,073
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,249,325
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,398
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 4 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Mark Lorberbaum
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 21,989
BENEFICIALLY OWNED 8. SHARED VOTING POWER 4,249,325
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 21,989
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,249,325
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,271,314
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 5 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Suzanne L. Helen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 80,957
BENEFICIALLY OWNED 8. SHARED VOTING POWER 4,249,325
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 80,957
PERSON WITH 10. SHARED DISPOSITIVE POWER 4,249,325
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,330,282
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 6 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
The Alan S. Lorberbaum Family Foundation
58-6368036
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 263,721
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 263,721
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,721
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 7 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Aladdin Partners, L.P.
58-2237243
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 9,900,000
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 9,900,000
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,900,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 8 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ASL Management Corporation
58-2235816
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 9,900,000
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 9,900,000
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,900,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 9 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
JMS Group Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 3,985,604
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 3,985,604
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985,604
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 10 of 20 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
SJL Management Company, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER 3,985,604
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 3,985,604
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,985,604
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 60819010 Page 11 of 20 Pages
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 to Schedule 13D is being jointly filed by Alan S.
Lorberbaum, Jeffrey S. Lorberbaum, Mark Lorberbaum, Suzanne L. Helen, Aladdin
Partners, L.P., ASL Management Corporation, JMS Group Limited Partnership, SJL
Management Company, LLC and The Alan S. Lorberbaum Family Foundation to amend,
in accordance with Rule 101(a)(2)(ii) of Regulation S-T, the Statement on
Schedule 13D jointly filed on March 7, 1994, as amended by Amendment No. 1
filed on April 6, 1994, Amendment No. 2 filed on February 7, 1995, Amendment
No. 3 filed on June 28, 1996 and Amendment No. 4 filed on February 25, 1998
(Amendment No. 5 and the previous filings on Schedule 13D herein referred to as
the "Schedule 13D"), by Alan S. Lorberbaum, Shirley Lorberbaum (deceased),
Jeffrey S. Lorberbaum, Mark Lorberbaum, Suzanne L. Helen, S.H. Sharpe, Joseph
Yarbrough, The Jeffrey Lorberbaum Life Trust, The Mark Lorberbaum Life Trust,
The Suzanne L. Helen Life Accumulation Trust, Stephen Sharpe, Lynne Mozley, The
Lauren A. Lorberbaum Accumulation Trust, The Brian Lorberbaum Accumulation
Trust, The Katherine N. Helen Accumulation Trust, The Jan Erik Helen
Accumulation Trust, Barry L. Hoffman, Aladdin Partners, L.P., and ASL
Management Corporation pursuant to a joint Filing Agreement dated as of March
7, 1994. Shirley Lorberbaum (deceased), S.H. Sharpe, Joseph Yarbrough, The
Jeffrey Lorberbaum Life Trust, The Mark Lorberbaum Life Trust, The Suzanne L.
Helen Life Accumulation Trust, Stephen Sharpe, Lynne Mozley, The Lauren A.
Lorberbaum Accumulation Trust, The Brian Lorberbaum Accumulation Trust, The
Katherine N. Helen Accumulation Trust, The Jan Erik Helen Accumulation Trust
and Barry L. Hoffman are no longer considered part of the "group" for reporting
on a Schedule 13D.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.01 per
share ("Common Stock"), of Mohawk Industries, Inc., a Delaware corporation
("Mohawk"). The address of the principal executive offices of Mohawk is Post
Office Box 12069, 160 South Industrial Boulevard, Calhoun, Georgia 30703.
Item 2. Identity and Background.
This statement is being filed by Alan S. Lorberbaum; Jeffrey S.
Lorberbaum; Mark Lorberbaum; Suzanne L. Helen; Aladdin Partners, L.P.; ASL
Management Corporation; JMS Group Limited Partnership; SJL Management Company,
LLC and The Alan S. Lorberbaum Family Foundation (collectively, the "Reporting
Persons").
I. (a) Alan S. Lorberbaum
(b) His business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30721
(c) Retired.
(f) Citizen of the United States.
II. (a) Jeffrey S. Lorberbaum
(b) His business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30721
(c) President and Chief Executive Officer and a
Director of Mohawk.
(f) Citizen of the United States.
CUSIP NO. 60819010 Page 12 of 20 Pages
III. (a) Mark Lorberbaum
(b) His business address is:
Aladdin Mills
2500 S.W. 32nd Street
Pembrooke Park, Florida 33023
(c) Regional Vice President
(f) Citizen of the United States.
IV. (a) Suzanne L. Helen
(b) Her residential address is:
9605 E. Poundstone Place
Greenwood Village, Colorado 80111
(c) Chair Person of The Alan S. Lorberbaum
Family Foundation.
(f) Citizen of the United States.
V. (a) The Alan S. Lorberbaum Family Foundation
(b) Its business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30721
(c) Not applicable
(f) Organized under the laws of the State of Florida.
VI. (a) Aladdin Partners, L.P.
(b) Its business address is:
2001 Antioch Road
Dalton, Georgia 30721
(c) Not applicable
(f) Organized under the laws of the State of Georgia.
VII. (a) ASL Management Corporation
(b) Its business address is:
2001 Antioch Road
Dalton, Georgia 30721
(c) Not applicable
(f) Organized under the laws of the State of Georgia.
VIII. (a) JMS Group Limited Partnership
(b) Its business address is:
2001 Antioch Road
Dalton, Georgia 30721
(c) Not applicable
(f) Organized under the laws of the State of Nevada.
CUSIP NO. 60819010 Page 13 of 20 Pages
IX. (a) SJL Management Company, LLC
(b) Its business address is:
2001 Antioch Road
Dalton, Georgia 30721
(c) Not applicable
(f) Organized under the laws of the State of Nevada.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by replacing the information
previously filed under this item with the following:
(a)(b) Schedule I hereto sets forth the number of shares of Common
Stock owned of record and which may be deemed to be beneficially owned by each
of the Reporting Persons, and is incorporated herein by this reference.
In the aggregate, the Reporting Persons may be deemed beneficially to
own 14,578,344 shares of Common Stock, or 27.7% of the 52,612,391 shares
reported to be outstanding as of November 7, 2001, as disclosed in Mohawk's
Quarterly Report on Form 10-Q for the period ended September 29, 2001. Each
Reporting Person listed in Item 5(a) hereby expressly declares that the filing
of this statement shall not be construed as an admission that such Reporting
Person is, for purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the beneficial owner of any of
the listed securities, except with respect to shares of Common Stock for which
each Reporting Person has sole voting and dispositive power unless otherwise
stated herein or that the Reporting Persons are a "group" pursuant to Section
13(d)(3) of the Exchange Act.
(c) The nature of the beneficial ownership of shares by the
Reporting Persons have been effected by certain estate or tax planning
transactions since the filing of Amendment No. 4 to the Schedule D on February
25, 1998. The estate planning transactions resulting in changes in the
beneficial ownership position of members of the Reporting Group and other
transactions were as follows:
(1) Alan S. Lorberbaum: On March 13, 1998 Alan S.
Lorberbaum transferred to Shirley Lorberbaum by gift his entire interest in ASL
Management Cooperation ("ASL"), the general partner of Aladdin Partners, L.P.
("Aladdin Partners"), a family limited partnership. As of June 15, 1998, Alan
resigned from his officer and director positions of ASL.
In December 1999 Alan transferred 3,592,978 shares of Common Stock to
The 1999 Lorberbaum Holdings Trust dated December 20, 1999 ("Holdings Trust").
The Holdings Trust terminates in favor of Alan or his estate on the earlier of
February 1, 2002 or his death. On June 30, 2000 the Holdings Trust transferred
3,436,478 shares of Common Stock to the JMS Group Limited Partnership ("JMS,
L.P.") and 16,500 shares of Common Stock to SJL Management Company, LLC ("SJL,
LLC"), the general partner of JMS, L.P., for an aggregate transfer of 3,452,978
shares of Common Stock in exchange for interests in JMS, L.P. and SJL, LLC. The
interests in SJL, LLC and JMS, L.P. were transferred directly to Alan rather
than to Holdings Trust. An
CUSIP NO. 60819010 Page 14 of 20 Pages
aggregate of 140,000 shares remain with Holdings Trust over which Alan retains
voting and dispositive powers. Jeffrey S. Lorberbaum, Mark Lorberbaum and
Suzanne L. Helen, Alan's three children, serve as the sole members of the SJL,
LLC.
On July 10, 2000 Alan transferred equal portions of a 8.01% interest
in SJL, LLC to each of Jeffrey, Mark and Suzanne in exchange for $33,000 in
cash ($11,000 for each 2.67% unit). The transfers by Alan of the 8.01% interest
reduced his ownership interest in SJL, LLC from 55% to 46.99%. Also on July 10,
2000, the operating agreement of SJL, LLC was amended to establish a management
committee comprised solely of Jeffrey, Mark and Suzanne. Based upon the
reduction of Alan's interest in SJL, LLC below 50% and the establishment of a
management committee which excludes Alan, Alan ceased to have or share
voting/dispositive power over the Common Stock held by either SJL, LLC or JMS,
L.P. as of July 10, 2000. On September 21, 2001 Alan sold his remaining
interest in SJL, LLC to Jeffrey, Mark and Suzanne for an aggregate of $261,000
($87,000 for each 15.66% unit). Alan's remaining interest is that of a limited
partnership interest in JMS, L.P.
Alan serves as a trustee of The Alan S. Lorberbaum Family Foundation
(the "Foundation") along with Jeffrey, Suzanne and Mark who also serve as
trustees of the Foundation. Investment decisions and voting decisions regarding
the 263,721 shares of Mohawk Common Stock owned by the Foundation are made by
majority vote of the four trustees. As a result of Alan being one of the
trustees of the Foundation he may be deemed to share beneficial ownership of
the 263,721 shares owned by the Foundation, although Alan disclaims beneficial
ownership of those shares.
(2) Shirley Lorberbaum: Deceased as of October 22, 1999.
On May 20, 1999 Shirley transferred by gift all voting interest in ASL to
Jeffrey and sold her nonvoting interest in ASL to Trust A of The Lorberbaum
Children's Trust ("Trust A of the Children's Trust") for $2,653,000. The
Trustees of Trust A of the Children's Trust are Jeffrey, Suzanne, Mark, Barry
Hoffman and S. H. Sharpe. On August 27, 1999 Shirley purchased 43,000 shares of
Common Stock on the open market at $22.9666 per share. The administrator of
Shirley's estate conducted the following sales of shares at prevailing market
prices on the following dates: 25,400 shares sold on November 10, 2000 at
$20.243 per share; 1,300 shares sold on January 16, 2001 at $29.882 per share
and 1,000 shares on March 12, 2001 at $30.195 per share. On October 25, 2001,
the administrator of Shirley's estate distributed 15,300 shares equally (5,100
shares each) to Jeffrey, Mark and Suzanne.
(3) Jeffrey S. Lorberbaum: By the transactions discussed
in Item 5(c)(1) and (2) above Jeffrey S. Lorberbaum has acquired beneficial
ownership of the shares held by Aladdin Partners, by virtue of holding
controlling general partnership interests in Aladdin Partners, thereby giving
him the voting/dispositive power over the 9,900,000 shares held by Aladdin
Partners. As discussed in Item 5(c)(1) above, Jeffrey is one of the trustees in
the Foundation; and, as a result, may be deemed to share beneficial ownership
of the 263,721 shares owned by the Foundation, although Jeffrey disclaims
beneficial ownership of those shares.
On June 30, 2000 Jeffrey transferred 519,090 shares to JMS, L.P., in
exchange for a limited partnership interest, and 4,500 shares to SJL, LLC, in
exchange for a membership interest, for an aggregate of 523,590 shares
transferred (such shares previously directly held). Since July 10, 2000,
Jeffrey has served as one of the three members of SJL, LLC, the general partner
of JMS, L.P.; and, as a result, may be deemed to share beneficial ownership of
3,985,605 shares, all of the shares owned by JMS, L.P. and SJL, LLC. By the
transactions discussed in Item 5(c)(1) above, Jeffrey acquired another 2.67%
interest in SJL, LLC on July 10, 2000 from Alan
CUSIP NO. 60819010 Page 15 of 20 Pages
in exchange for $11,000 cash and another 15.6% interest in SJL, LLC on
September 21, 2001 from Alan in exchange for $87,000 cash.
Jeffrey has direct beneficial ownership of 102,873 shares of Common
Stock and another 78,100 shares upon exercise of stock options exercisable
within 60 days. Shares for which Jeffrey has direct beneficial ownership have
increased at various times since the filing of Amendment No. 4 to the Schedule
13D as a result of the granting of stock options relating to his employment
with Mohawk as its President and Chief Executive Officer, the distribution of
5,100 shares from his mother's estate and the increase in the number of shares
held in his 401(k) retirement plan.
(4) Mark Lorberbaum: Mark is one of the trustees in the
Foundation; and, as a result, may be deemed to share beneficial ownership of
the 263,721 shares owned by the Foundation, although Mark disclaims beneficial
ownership of those shares. On June 30, 2000 Mark Lorberbaum transferred 4,500
shares to SJL, LLC, in exchange for a membership interest, and 36 shares to
JMS, L.P., in exchange for a limited partnership interest, for an aggregate
4,536 shares transferred. Mark serves as one of three members of SJL, LLC, the
general partner of JMS, L.P.; and, as a result, may be deemed to share
beneficial ownership of 3,985,605 shares, all of the shares owned by JMS, L.P.
and SJL, LLC. By the transactions discussed in Item 5(c)(1) above, Mark
acquired another 2.67% interest in SJL, LLC on July 10, 2000 from Alan in
exchange for $11,000 cash and another 15.6% interest in SJL, LLC on September
21, 2001 from Alan in exchange for $87,000 cash. On October 25, 2001, Mark
received 5,100 shares from a distribution from his mother's estate which he
sold on the same day at $44.124 per share. Mark holds vested options with a
right within 60 days to acquire 21,550 shares of Common Stock and holds 439
shares in a 401(k) retirement plan.
(5) Suzanne L. Helen: Suzanne is one of the trustees in
the Foundation; and, as a result, may be deemed to share beneficial ownership
of the 263,721 shares owned by the Foundation, although Suzanne disclaims
beneficial ownership of those shares. On June 30, 2000 Suzanne transferred
4,500 shares to SJL, LLC in exchange for a membership interest. Suzanne serves
as one of three members of SJL, LLC, the general partner of JMS, L.P.; and, as
a result, may be deemed to share beneficial ownership of 3,985,605 shares, all
of the shares owned by JMS, L.P. and SJL, LLC. By the transactions discussed in
Item 5(c)(1) above, Suzanne acquired another 2.67% interest in SJL, LLC on July
10, 2000 from Alan in exchange for $11,000 cash and another 15.6% interest in
SJL, LLC on September 21, 2001 from Alan in exchange for $87,000 cash. On
October 25, 2001, Suzanne received 5,100 shares from a distribution from her
mother's estate. Suzanne holds 60,857 shares of Common Stock directly.
CUSIP NO. 60819010 Page 16 of 20 Pages
(e) Shirley Lorberbaum is deceased. S.H. Sharpe, Joseph
Yarbrough, The Jeffrey Lorberbaum Life Trust, The Mark Lorberbaum Life Trust,
The Suzanne L. Helen Life Accumulation Trust, Stephen Sharpe, Lynne Mozley, The
Lauren A. Lorberbaum Accumulation Trust, The Brian Lorberbaum Accumulation
Trust, The Katherine N. Helen Accumulation Trust, The Jan Erik Helen
Accumulation Trust and Barry L. Hoffman are no longer considered part of the
"group" for reporting on the Schedule 13D. The trusts in the preceding sentence
have no beneficial ownership of Mohawk Common Stock as a result of the
transfers of shares held by the trusts to Aladdin Partners and the individuals
in the preceding sentence no longer share with the Reporting Persons beneficial
ownership of shares and they do not act together with the Reporting Persons for
the purpose of acquiring, holding, voting or disposing of Mohawk shares.
Item 6. Other Arrangements.
Item 6 is amended and supplemented by replacing the information
previously filed under this item with the following:
The following shares of Mohawk Common Stock have been pledged to
secure bank loans or lines of credit: 2,463,420 shares pledged by JMS, L.P. to
secure loans made to family members and related interests and 60,857 shares
pledged by Suzanne L. Helen and 74,035 shares pledged by Mark Lorberbaum to
secure loans made to each of them.
On November 19, 2001, Mohawk and Dal-Tile International Inc.
("Dal-Tile") announced that they had entered into a definitive merger agreement
pursuant to which Mohawk will acquire Dal-Tile (the "Merger Agreement"). In
connection with the Merger Agreement, Aladdin Partners, holder of 9,900,000
shares, or approximately 18.8%, of Mohawk Common Stock, entered into a voting
agreement to vote Mohawk shares held by it in favor of the proposed merger
transaction.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement of Reporting Persons
(including powers of attorney)*
2. Limited Partnership Agreement of JMS Group Limited
Partnership
---------
* Power of Attorney for previous filing group filed as Exhibit 1 of
the Schedule 13D for the Initial Reporting Persons filed on March 7, 1994 and
incorporated herein by reference.
CUSIP NO. 60819010 Page 17 of 20 Pages
SIGNATURES
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.
Dated: January 18th, 2002
/s/Alan S. Lorberbaum
----------------------------------
ALAN S. LORBERBAUM
/s/Jeffrey S. Lorberbaum
----------------------------------
JEFFREY S. LORBERBAUM
/s/Mark Lorberbaum
----------------------------------
MARK LORBERBAUM
/s/Suzanne L. Helen
----------------------------------
SUZANNE L. HELEN
THE ALAN S. LORBERBAUM FAMILY
FOUNDATION
By /s/Suzanne L. Helen
--------------------------------
SUZANNE L. HELEN, CHAIR PERSON
ALADDIN PARTNERS, L.P.
By ASL MANAGEMENT CORPORATION,
GENERAL PARTNER
By /s/Jeffrey S. Lorberbaum
---------------------------
JEFFREY S. LORBERBAUM,
CHIEF EXECUTIVE OFFICER
ASL MANAGEMENT CORPORATION
By /s/Jeffrey S. Lorberbaum
--------------------------------
JEFFREY S. LORBERBAUM, CHIEF
EXECUTIVE OFFICER
CUSIP NO. 60819010 Page 18 of 20 Pages
JMS GROUP LIMITED PARTNERSHIP
By SJL MANAGEMENT COMPANY, LLC,
GENERAL PARTNER
By /s/Jeffrey S. Lorberbaum
--------------------------
JEFFREY S. LORBERBAUM,
MEMBER
SJL MANAGEMENT COMPANY, LLC
By /s/Jeffrey S. Lorberbaum
--------------------------------
JEFFREY S. LORBERBAUM, MEMBER
CUSIP NO. 60819010 Page 19 of Page 20
SCHEDULE I
Beneficial Percent of Record Sole Voting and Shared Voting and
Name Ownership(1) Outstanding(2) Ownership Dispositive Power Dispositive Power(3)
-----------------------------------------------------------------------------------------------------------------------------
Alan S. Lorberbaum 403,721(4) .8% 140,000 140,000 263,721(4)
-----------------------------------------------------------------------------------------------------------------------------
Jeffrey S. Lorberbaum 14,335,398(5) 27.2% 186,073 10,086,073 4,249,325
-----------------------------------------------------------------------------------------------------------------------------
Mark Lorberbaum 4,271,314(6) 8.1% 21,989 21,989 4,249,325
-----------------------------------------------------------------------------------------------------------------------------
Suzanne L. Helen 4,330,282(7) 8.2% 80,957 80,957 4,249,325
-----------------------------------------------------------------------------------------------------------------------------
The Alan S. Lorberbaum Family
Foundation 263,721 .5% 263,721 0 0
-----------------------------------------------------------------------------------------------------------------------------
JMS Group Limited Partnership 3,985,604 7.6% 3,985,604 0 3,985,604
-----------------------------------------------------------------------------------------------------------------------------
SJL Management Company, LLC 3,985,604(8) 7.6% 0 0 3,985,604(8)
-----------------------------------------------------------------------------------------------------------------------------
Aladdin Partners, L.P. 9,900,000 18.8% 9,900,000 0 9,900,000
-----------------------------------------------------------------------------------------------------------------------------
ASL Management Corporation 9,900,000(9) 18.8% 0 0 9,900,000(9)
-----------------------------------------------------------------------------------------------------------------------------
---------
(1) Shares of Common Stock which may be deemed to be beneficially owned by
each Reporting Person. The Reporting Persons disclaim beneficial
ownership of certain of these shares, as is more fully set forth in
Item 5 of this schedule.
(2) Based on 52,612,391 shares of Common Stock outstanding as of November
7, 2001 as disclosed in Mohawk's Quarterly Report on Form 10-Q for the
period ended September 29, 2001.
]
CUSIP NO. 60819010 Page 20 of Page 20
(3) Shares of Common Stock over which the respective Reporting Person may
be deemed to have shared voting and dispositive power.
(4) Includes 263,721 shares held by The Alan S. Lorberbaum Family
Foundation (the "Foundation"). The Foundation is a charitable
organization. Alan S. Lorberbaum is one of four trustees of the
Foundation and, as such, may be deemed to share voting and dispositive
power with respect to such shares.
(5) Includes 9,900,000 shares held by Aladdin Partners, Inc. ("Aladdin
Partners"). Jeffrey S. Lorberbaum, as the Chief Executive Officer of
ASL Management Corporation ("ASL"), the majority general partner of
Aladdin Partners, has voting and dispositive power with respect to all
such shares. Includes 3,985,604 shares held by JMS Group Limited
Partnership ("JMS, L.P."). The general partner of JMS, L.P. is SJL
Management Company ("SJL, LLC"). Jeffrey S. Lorberbaum is an equal
member of SJL, LLC and may be deemed to share voting and dispositive
power with respect to all shares held by JMS, L.P. Includes 263,721
shares held by the Foundation. Jeffrey S. Lorberbaum is a trustee of
the Foundation and may be deemed to share voting and dispositive power
with respect to all such shares. Includes currently exercisable options
to purchase 78,100 shares and 288 shares held in an employee 401(k)
retirement plan.
(6) Includes 3,985,604 shares held by JMS, L.P. Mark Lorberbaum is an
equal member of SLJ, LLC, the general partner of JMS, L.P. and may be
deemed to share voting and dispositive power with respect to shares
held by JMS, L.P. Includes 263,721 shares held by the Foundation. Mark
Lorberbaum is a trustee of the Foundation and may be deemed to share
voting and dispositive power with respect to such shares. Includes
currently exercisable options to purchase 21,550 shares and 439 shares
held in an employee 401(k) retirement plan. Does not include 9,900,000
shares held by Aladdin Partners, of which Mark Lorberbaum is a
minority general partner.
(7) Includes 3,985,604 shares held by JMS, L.P. Suzanne L. Helen is an
equal member of SLJ, LLC, the general partner of JMS, L.P. and may be
deemed to share voting and dispositive power with respect to shares
held by JMS, L.P. Includes 263,721 shares held by the Foundation.
Suzanne L. Helen is a trustee of the Foundation and may be deemed to
share voting and dispositive power with respect to such shares. Does
not include 9,900,000 shares held by the Partnership, of which Suzanne
L. Helen is a minority general partner.
(8) Shares held by JMS, L.P. SJL, LLC, as the general partner of JMS,
L.P., shares voting and dispositive power with respect to all such
shares.
(9) Shares held by Aladdin Partners. ASL, as the majority general partner
of Aladdin Partners, shares voting and dispositive power with respect
to all such shares.