SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
MOHAWK INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
60819010
(CUSIP Number)
S.H. Sharpe
Chief Financial Officer
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30721
(706) 277-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1996
(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(b)(3) or (4), check the
following box | |.
Check the following box if a fee is being paid with the statement | |.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
persons'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 ("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).
(Page 1 of 52)<PAGE>
CUSIP NO. 60819010 Page 2 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. 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
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
United States
Number of 7. Sole Voting Power
Shares 2,595,319
Beneficially 8. Shared Voting Power
Owned by 9,600,000
Each Reporting 9. Sole Dispositive Power
Person With 2,595,319
10. Shared Dispositive Power
9,600,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
12,195,319
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 35.5%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 3 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Shirley Lorberbaum
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 100
Beneficially 8. Shared Voting Power
Owned by 9,600,000
Each Reporting 9. Sole Dispositive Power
Person With 100
10. Shared Dispositive Power
9,600,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
9,600,100
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 27.9%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 4 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jeffrey Lorberbaum
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 411,417
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 411,417
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
421,417
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 1.2%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 5 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. 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
OO, PF
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 7. Sole Voting Power
Shares 65,281
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 65,281
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
87,281
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately .3%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 6 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. 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
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
United States
Number of 7. Sole Voting Power
Shares 65,357
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 65,357
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
65,357
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately .2%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 7 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S.H. Sharpe
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 351,821
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 351,821
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
351,821
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 1.0%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 8 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph Yarbrough
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 50,000
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 50,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
53,000
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately .2%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 9 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Jeffrey Lorberbaum Life Trust
58-6242318
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 10 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Mark Lorberbaum Life Trust
58-6242328
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 11 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Suzanne L. Helen Life Trust
58-6242317
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 12 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen Sharpe
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 169,338
Beneficially 8. Shared Voting Power
Owned by 10,000
Each Reporting 9. Sole Dispositive Power
Person With 169,338
10. Shared Dispositive Power
10,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
179,338
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately .5%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 13 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lynne Mozley
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
United States
Number of 7. Sole Voting Power
Shares 164,538
Beneficially 8. Shared Voting Power
Owned by 10,000
Each Reporting 9. Sole Dispositive Power
Person With 164,538
10. Shared Dispositive Power
10,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
174,538
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately .5%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 14 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Lauren A. Lorberbaum Accumulation Trust
58-6242327
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 15 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Brian Lorberbaum Accumulation Trust
58-6242329
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 16 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Katherine N. Helen Accumulation Trust
58-6242325
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 17 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Jan Erik Helen Accumulation Trust
58-6242331
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
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
Organized under the laws of the State of Georgia
Number of 7. Sole Voting Power
Shares 0
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 0
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
None
14. Type of Reporting Person
OO
<PAGE>
CUSIP NO. 60819010 Page 18 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Barry L. Hoffman
###-##-####
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
OO, PF
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 7. Sole Voting Power
Shares 3,000
Beneficially 8. Shared Voting Power
Owned by 9,600,000
Each Reporting 9. Sole Dispositive Power
Person With 3,000
10. Shared Dispositive Power
9,600,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
9,603,000
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 28.0%
14. Type of Reporting Person
IN
<PAGE>
CUSIP NO. 60819010 Page 19 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. 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
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
Georgia
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by 9,600,000
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
9,600,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
9,600,000
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 27.9%
14. Type of Reporting Person
PN
<PAGE>
CUSIP NO. 60819010 Page 20 of 52 Pages
1. Name of Reporting Person
S.S. or I.R.S. 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
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
Georgia
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by 9,600,000
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
9,600,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
9,600,000
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares /X/
13. Percent of Class Represented by Amount in Row (11)
Approximately 27.9%
14. Type of Reporting Person
CO
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
The Statement on Schedule 13D jointly filed on
March 7, 1994, as amended by the Amendment No. 1 filed on
April 6, 1994 and Amendment No. 2 filed on February 7, 1995
(the "Schedule 13D"), by Alan Lorberbaum, Shirley Lorberbaum,
Jeffrey 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
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 (collectively, the
"Initial Reporting Persons") pursuant to a Joint Filing
Agreement dated as of March 7, 1994, is hereby amended and
restated in accordance with Rule 101(a)(2)(ii) of Regulation
S-T.
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 Lorberbaum,
Shirley Lorberbaum, Jeffrey Lorberbaum, Mark Lorberbaum, Su-
zanne L. Helen, S.H. Sharpe, Joseph Yarbrough, The Jeffrey
Lorberbaum Life Trust, The Mark Lorberbaum Life Trust, The
Suzanne L. Helen Life Trust, Stephen Sharpe, Lynne Mozley,
The Lauren A. Lorberbaum Accumulation Trust, The Brian Lorb-
erbaum Accumulation Trust, The Katherine N. Helen Accumula-
tion Trust, The Jan Erik Helen Accumulation Trust, Barry L.
Hoffman, Aladdin Partners, L.P. (the "Partnership") and ASL
Management Corporation ("ASL") (collectively, the "Reporting
Persons").
I. (a) Alan Lorberbaum
(b) Alan Lorberbaum's business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30720
(c) Alan Lorberbaum is a director of Mohawk
and a consultant to Mohawk.
(f) Alan Lorberbaum is a citizen of the
United States.
-21-<PAGE>
II. (a) Shirley Lorberbaum
(b) Shirley Lorberbaum's business address
is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30720
(c) Shirley Lorberbaum is the Director of
Public Relations for Aladdin Mills,
currently a division of Mohawk and for-
merly, as Aladdin Mills, Inc., a Geor-
gia corporation ("Aladdin"). Aladdin
is engaged in the manufacture of car-
pets and rugs. The address of Aladdin
is 2001 Antioch Road, Dalton, Georgia
30721.
(f) Shirley Lorberbaum is a citizen of the
United States.
III. (a) Jeffrey Lorberbaum
(b) Jeffrey Lorberbaum's business address
is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30720
(c) Jeffrey Lorberbaum is the President and
Chief Operating Officer and a director
of Mohawk and the President and Chief
Executive Officer of Aladdin.
(f) Jeffrey Lorberbaum is a citizen of the
United States.
IV. (a) Mark Lorberbaum
(b) Mark Lorberbaum's business address is:
Aladdin Mills
1320 N.W. 163rd Street
Miami, Florida 33169
(c) Mark Lorberbaum is a Vice President of
Aladdin.
(f) Mark Lorberbaum is a citizen of the
United States.
V. (a) Suzanne L. Helen
(b) Suzanne L. Helen's residential address
is:
9605 E. Poundstone Place
Greenwood Village, Colorado 80111
(c) Suzanne L. Helen is a homemaker.
(f) Suzanne L. Helen is a citizen of the
United States.
-22-<PAGE>
VI. (a) S.H. Sharpe
(b) S.H. Sharpe's business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30720
(c) S.H. Sharpe is Executive Vice President
and Chief Financial Officer of Aladdin.
(f) S.H. Sharpe is a citizen of the
United States.
VII. (a) Joseph Yarbrough
(b) Mr. Yarbrough's business address is:
Aladdin Mills
2001 Antioch Road
Dalton, Georgia 30720
(c) Mr. Yarbrough is a Vice President of
Aladdin.
(f) Mr. Yarbrough is a citizen of the
United States.
VIII. (a) The Jeffrey Lorberbaum Life Trust
(b) The address of The Jeffrey Lorberbaum
Life Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Jeffrey Lorberbaum Life Trust
is organized under the laws of the
State of Georgia.
IX. (a) The Mark Lorberbaum Life Trust
(b) The address of The Mark Lorberbaum Life
Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Mark Lorberbaum Life Trust
is organized under the laws of the
State of Georgia.
X. (a) The Suzanne L. Helen Life Trust
(b) The address of The Suzanne L. Helen
Life Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Suzanne L. Helen Life Trust
is organized under the laws of the
State of Georgia.
-23-<PAGE>
XI. (a) Stephen Sharpe
(b) Stephen Sharpe's business address is:
Hardwick Bank & Trust Company
Hardwick Square
P.O. Box 1367
Dalton, Georgia 30720.
(c) Stephen Sharpe is a Vice President of
Hardwick Bank & Trust Company, a com-
mercial bank, the address of which is:
Hardwick Square
P.O. Box 1367
Dalton, Georgia 30720
(f) Stephen Sharpe is a citizen of the
United States.
XII. (a) Lynne Mozley
(b) Lynne Mozley's residential address is:
508 Knoll Point
Woodstock, Georgia 30188
(c) Lynne Mozley is a homemaker.
(f) Lynne Mozley is a citizen of the
United States.
XIII. (a) The Lauren A. Lorberbaum Accumulation
Trust
(b) The address of The Lauren A. Lorberbaum
Accumulation Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Lauren A. Lorberbaum Accumulation
Trust is organized under the laws of
the State of Georgia.
XIV. (a) The Brian Lorberbaum Accumulation Trust
(b) The address of The Brian Lorberbaum Ac-
cumulation Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Brian Lorberbaum Accumulation Trust
is organized under the laws of
the State of Georgia.
XV. (a) The Katherine N. Helen Accumulation
Trust
(b) The address of The Katherine N. Helen
Accumulation Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
-24-<PAGE>
(f) The Katherine N. Helen Accumulation
Trust is organized under the laws of
the State of Georgia.
XVI. (a) The Jan Erik Helen Accumulation Trust
(b) The address of The Jan Erik Helen Ac-
cumulation Trust is:
P. O. Box 2208
Dalton, Georgia 30722
(c) Not applicable
(f) The Jan Erik Helen Accumulation Trust
is organized under the laws of the
State of Georgia.
XVII. (a) Barry L. Hoffman
(b) Barry L. Hoffman's business address is:
Joseph Decosimo & Company
1100 Tallan Building
Two Union Square
Chattanooga, TN 37402
(c) Barry L. Hoffman is a tax partner in
Joseph Decosimo & Company, a firm of
certified public accountants, the busi-
ness address of which is:
1100 Tallan Building
Two Union Square
Chattanooga, TN 37402
(f) Barry L. Hoffman is a citizen of the
United States.
XVIII. (a) Aladdin Partners, L.P.
(b) The business address and principal of-
fice of the Partnership is:
822 Atkinson Drive
Dalton, Georgia 30720
(c) Not applicable
(f) The Partnership is organized under the
laws of the State of Georgia.
XIX. (a) ASL Management Corporation
(b) The business address and principal of-
fice of ASL is:
822 Atkinson Drive
Dalton, Georgia 30720
(c) Not applicable
(f) ASL is organized under the laws of the
State of Georgia.
The general partners of the Partnership are ASL,
Jeffrey Lorberbaum, Mark Lorberbaum, Suzanne L. Helen and
-25-<PAGE>
S.H. Sharpe. Alan S. Lorberbaum and Shirley Lorberbaum own
71.5% and 28.5%, respectively, of the common stock of ASL.
The directors of ASL are Alan S. Lorberbaum, Shirley Lorb-
erbaum and Barry L. Hoffman. Alan S. Lorberbaum, Chairman of
the Board, Chief Executive Officer and Secretary, is the sole
executive officer of ASL. The principal business of ASL is
to act as a general partner of the Partnership. The princi-
pal business of the Partnership is investment.
None of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding (exclud-
ing traffic violations or similar misdemeanors), or been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such pro-
ceeding was or is subject to a judgment, decree or final or-
der enjoining future violations of, or prohibiting or mandat-
ing activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On February 25, 1994, pursuant to the Agreement and
Plan of Merger, dated as of December 3, 1993 and amended as
of January 17, 1994, among Mohawk, AMI Acquisition Corp.
("Sub"), Aladdin and, with respect to Articles X, XI and XII
thereof, the shareholders of Aladdin (the "Merger Agree-
ment"), Sub was merged with and into Aladdin (the "Merger"),
and Aladdin became a wholly-owned direct subsidiary of Mo-
hawk. At the effective time of the Merger, the shares of
common stock of Aladdin beneficially owned by the Initial Re-
porting Persons were converted into an aggregate of
13,562,224 shares of Common Stock plus cash in lieu of frac-
tional shares. Therefore, upon consummation of the Merger,
the Initial Reporting Persons in the aggregate acquired ben-
eficial ownership of 13,562,224 shares of Common Stock.
On March 29, 1996, the Limited Partnership Agree-
ment of the Partnership was entered into by and among Alan S.
Lorberbaum, Jeffrey Lorberbaum, Mark Lorberbaum, S.H. Sharpe,
Suzanne L. Helen and ASL; Mark Lorberbaum, S.H. Sharpe and
Barry L. Hoffman, as trustees of The Jeffrey Lorberbaum Life
Trust, dated December 21, 1989; Jeffrey Lorberbaum, S.H.
Sharpe and Barry L. Hoffman, as trustees of The Mark Lorber-
baum Life Trust, dated December 21, 1989; Jeffrey Lorberbaum,
S.H. Sharpe and Barry L. Hoffman, as trustees of The Suzanne
L. Helen Life Trust, dated December 21, 1989; Mark Lorber-
baum, and Barry L. Hoffman, as trustees of The Brian Lorber-
baum Accumulation Trust, dated December 21, 1989; Mark Lorb-
erbaum, and Barry L. Hoffman, as trustees of The Lauren A.
Lorberbaum Accumulation Trust, dated December 21, 1989; Mark
Lorberbaum and Jeffrey Lorberbaum, as trustees of The Jan
Erik Helen Accumulation Trust, dated December 21, 1989; and
-26-<PAGE>
Mark Lorberbaum and Jeffrey Lorberbaum, as trustees of The
Katherine N. Helen Accumulation Trust, dated December 21,
1989 (the "Partnership Agreement").
Effective as of April 15, 1996, Alan S. Lorberbaum
contributed 109,245 shares of Common Stock and Shirley Lorb-
erbaum contributed 41,755 shares of Common Stock to ASL in
exchange for common stock of ASL. (Such contributions shall
be referred to herein as the "ASL Transfer".)
Effective as of April 15, 1996, the following per-
sons or entities contributed the number of shares of Common
Stock listed after each of such person's or entity's name to
the Partnership in exchange for units of limited partnership
interest in the Partnership: Alan S. Lorberbaum (8,024,494
shares), S.H. Sharpe (50,000 shares), The Jeffrey Lorberbaum
Life Trust (327,730 shares), The Mark Lorberbaum Life Trust
(327,730 shares), The Suzanne L. Helen Life Trust (327,730
shares), The Brian Lorberbaum Accumulation Trust (72,829
shares), The Lauren A. Lorberbaum Accumulation Trust (72,829
shares), The Jan Erik Helen Accumulation Trust (72,829 shares
and The Katherine M. Helen Accumulation Trust (72,829
shares). Effective as of April 15, 1996, the following per-
sons or entities contributed the number of shares of Common
Stock listed after each of such person or entity's name to
the Partnership in exchange for general partner interests in
the Partnership: ASL (151,000 shares), Jeffrey Lorberbaum
(30,000 shares), Mark Lorberbaum (30,000 shares), Suzanne L.
Helen (30,000 shares) and S.H. Sharpe (10,000 shares). (Such
contributions of shares of Common Stock to the Partnership
shall be referred to herein as the "Partnership Transfers".)
As a result of the Partnership Transfers, ASL, with a
1.57292% general partner interest, is the holder of the ma-
jority in interest, and control, of the 2.61458% general
partner interest of the Partnership. Jeffrey Lorberbaum,
Mark Lorberbaum, Suzanne L. Helen and S.H. Sharpe hold a
0.31250%, a 0.31250%, a 0.31250% and a 0.10416% general part-
ner interest, respectively.
Effective as of April 16, 1996, Alan S. Lorberbaum
transferred his entire limited partner interest to The Lorb-
erbaum Children's Trust ("Children's Trust") and The Lorber-
baum Family Trust (the "Family Trust"), and S.H. Sharpe
transferred his entire limited partnership interest to the
S.H. Sharpe Grandchildren Trust (the "Sharpe Trust"), and the
Children's Trust, the Family Trust and the Sharpe Trust were
admitted as limited partners to the Partnership pursuant to
the First Amendment of Partnership Agreement of Aladdin Part-
ners, L.P., dated April 16, 1996 (the "First Amendment").
The Children's Trust is for the benefit of Alan S.
Lorberbaum's children, Jeffrey Lorberbaum, Mark Lorberbaum
-27-<PAGE>
and Suzanne L. Helen, and their descendants, the Family Trust
is for the benefit of Alan S. Lorberbaum's grandchildren and
their descendants, and the Sharpe Trust is for the benefit of
the grandchildren of S.H. Sharpe (who are the children of
Stephen Sharpe and Lynne Mozley).
The foregoing response to this Item 3 is qualified
in its entirety by reference to the Merger Agreement, the
full text of which is filed as Exhibit 2 hereto and incorpo-
rated herein by this reference, and the Partnership Agreement
and the First Amendment, the full texts of which are filed as
Exhibits 8 and 10 hereto and incorporated herein by this ref-
erence.
In addition to the transactions described above,
Barry L. Hoffman used personal funds to acquire 3,000 shares,
Suzanne L. Helen acquired 1,000 shares of Common Stock on
margin, and Mark Lorberbaum used personal funds to acquire
4,900 shares of Common Stock and option contracts to purchase
22,000 shares of Common Stock, as is more fully described in
Item 5, below.
Item 4. Purpose of Transaction
In the aggregate, the Initial Reporting Persons
acquired beneficial ownership of 13,562,224 shares of Common
Stock as a result of the consummation of the Merger described
in Item 3 above.
Pursuant to the Merger Agreement, at the request
(or requests), as the case may be, of the holders of a major-
ity of the shares of Common Stock held by the Initial Report-
ing Persons, or, under certain circumstances, their transfer-
ees, Mohawk was required to increase the number of directors
on its Board of Directors by one or two directors. Mohawk
was also required to cause one, or if requested by such hold-
ers, two persons designated by such holders to be appointed
to Mohawk's Board of Directors in specified classes. At the
request (or requests) of such holders, Mohawk is required to
nominate up to two persons designated by such holders for
election or reelection, as the case may be, to the Board of
Directors of Mohawk and to use its best efforts to cause such
nominees to be elected to Mohawk's Board. Pursuant to the
foregoing provisions of the Merger Agreement, on March 4,
1994, the holder of the majority of the shares of Common
Stock issued in the Merger requested that Mohawk appoint Jef-
frey Lorberbaum and Alan S. Lorberbaum to the Mohawk Board.
Jeffrey Lorberbaum is the son of Alan S. Lorberbaum. At such
time as the Initial Reporting Persons have disposed of 50% or
more of the Common Stock issued to them in the Merger, Mohawk
shall be required to nominate only one nominee as described
above to the Mohawk board, and at such time as the Initial
-28-<PAGE>
Reporting Persons have disposed of 75% or more of the Common
Stock issued to them in the Merger, Mohawk shall no longer be
required to nominate any of such nominees to the Mohawk
Board.
Certain of the Initial Reporting Persons may be
deemed to be affiliates ("Affiliates") of Aladdin for pur-
poses of Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"). Such Affiliates may not sell
their shares of Common Stock acquired in connection with the
Merger except pursuant to an effective registration statement
under the Securities Act covering such shares, or in compli-
ance with Rule 145 promulgated under the Securities Act or
another applicable exemption from the registration require-
ments of the Securities Act. Each such Affiliate (Alan Lorb-
erbaum, Shirley Lorberbaum, Jeffrey Lorberbaum, S.H. Sharpe
and Joseph Yarbrough) has agreed that he or she will not of-
fer to sell, or otherwise dispose of any shares of Common
Stock received in the Merger, except in compliance with the
Securities Act.
The Partnership Transfers described in Item 3
hereof, were made for estate planning purposes and to con-
solidate and maintain the continuity of ownership of the Com-
mon Stock by the Lorberbaum family and its business associ-
ates and the ability of such family to influence the affairs
of Mohawk.
It is the current intention of Stephen Sharpe to
make a gift of at least 200 shares of Common Stock to a non-
profit organization and possibly to sell up to 500 shares of
Common Stock. It is the current intention of Mark Lorberbaum
to make additional purchases of Common Stock.
The Reporting Persons may change any of their cur-
rent intentions, acquire additional shares of Common Stock or
sell or otherwise dispose of all or any part of the Common
Stock beneficially owned by them, or take any other action
with respect to Mohawk or any of its debt or equity securi-
ties in any manner permitted by law. Except as disclosed in
this Item 4, none of the Reporting Persons has any current
plans or proposals which relate to or would result in any of
the events described in Items (a) through (j) of the instruc-
tions to Item 4 of Schedule 13D.
Each of the Reporting Persons has made, constituted
and appointed Alan Lorberbaum, Jeffrey Lorberbaum and S.H.
Sharpe, or any of them, their true and lawful attorneys-in-
fact to execute any and all instruments in his or her name,
necessary or advisable to comply with Sections 13(d) of the
-29-<PAGE>
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any rules, regulations and requirements of the Se-
curities and Exchange Commission promulgated pursuant
thereto, in connection with his or her direct or indirect
beneficial ownership of Common Stock, and any and all amend-
ments thereto and to file the same with all exhibits thereto
and other documents in connection therewith.
The foregoing response to this Item 4 is qualified
in its entirety by reference to the Merger Agreement, the
full text of which is filed as Exhibit 2 hereto, the Regis-
tration Rights Agreement and the Letter Agreement, as defined
and described in Item 6 below, the full texts of which are
filed as Exhibits 3 and 7 hereto, respectively, the Joint
Filing Agreement, the full text of which is filed as Exhibit
1 hereto, the Partnership Agreement and the First Amendment,
the full texts of which are filed as Exhibits 8 and 10
hereto, and the Amendment to the Joint Filing Agreement, the
full text of which is filed as Exhibit 9 hereto.
Item 5. Interest in Securities of the Issuer
(a)(b) Schedule I hereto sets forth the 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 13,521,171 shares of Common Stock,
or 39.4% of the 34,350,572 shares reported to be outstanding
as of May 1, 1996, as disclosed in Mohawk's Quarterly Report
on Form 10-Q for the period ended March 30, 1996. Each Re-
porting 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 such Reporting Person has
sole voting and dispositive power unless otherwise stated
herein, and except for the beneficial ownership by the
Partnership of the 9,600,000 shares of Common Stock held by
the Partnership, or that the Reporting Persons are a group
pursuant to Section 13(d)(3) of the Exchange Act.
(c) The following transactions have been made during
the 60 days preceding the date of this Amendment. Joseph
Yarbrough sold 5,553 shares of Common Stock at a price of
$15.75 per share on May 2, 1996. Such shares of Common Stock
were disposed of through a broker in a transaction on the
NASDAQ National Market (the "NMS").
-30-<PAGE>
The description of the ASL Transfer and the Part-
nership Transfers described in Item 3 is incorporated herein
by reference. In addition, in transactions which were ef-
fected more than 60 days prior to the filing of this amended
and restated Schedule 13D, Joseph Yarbrough sold a total of
68,500 shares of Common Stock in various transactions,
through brokers, on the NMS, and transferred 1,000 shares of
Common Stock to each of five of his children as a gift; Mark
Lorberbaum sold 5,000 shares of Common Stock and, using per-
sonal funds, purchased 4,900 shares of Common Stock in trans-
actions, through brokers, on the NMS, and also purchased op-
tion contracts, which are currently exercisable, on a total
of 22,000 shares of Common Stock; Barry L. Hoffman acquired,
using personal funds, 3,000 shares of Common Stock in an em-
ployee benefit plan, through brokers, in transactions on the
NMS; Suzanne L. Helen acquired, on margin, 1,000 shares of
Common Stock and sold 1,000 shares of Common Stock, through
brokers, in transactions on the NMS; and S.H. Sharpe granted,
as gifts, 2,400 shares of Common Stock to each of his daugh-
ter Lynne Mozley, his son Stephen Sharpe, The Lauren Kyle Mo-
zley Trust, The Austin Hamilton Mozley Trust, The Jacob
Stephen Mozley Trust (The Lauren Kyle Mozley Trust, The Aus-
tin Hamilton Mozley Trust and The Jacob Stephen Mozley Trust
being herein referred to as the "Mozley Trusts") and The
David Hamilton Sharpe Trust, and 10,000 shares to the Sharpe
Trust. The Mozley Trusts are for the benefit of children of
Lynne Mozley, and The David Hamilton Sharpe Trust is for the
benefit of the son of Stephen Sharpe. S.H. Sharpe has re-
tained no interest in the corpus of such trusts, and has no
voting or dispositive powers over the shares of Common Stock
owned by such trusts. Stephen Sharpe, as the sole Trustee of
the Mozley Trusts, has sole voting and dispositive power over
the shares held thereby and disclaims beneficial ownership
thereof. Lynne Mozley, as sole Trustee of The David Hamilton
Sharpe Trust, has sole voting and dispositive power over such
shares and disclaims beneficial ownership thereof. As Co-
Trustees of the Sharpe Trust, Lynne Mozley and Stephen
Sharpe, who share voting and dispositive power over the
shares held by such trust, disclaim the beneficial ownership
of shares of Common Stock held by the Sharpe Trust. Joseph
Yarbrough disclaims beneficial ownership of any of the shares
transferred to his children.
In addition, on May 23, 1994, Mohawk granted Joseph
Yarbrough options to purchase 7,500 shares of Common Stock,
of which options to purchase 3,000 shares are exercisable
within 60 days. On May 23, 1995, Mohawk granted Jeffrey
Lorberbaum options to purchase 50,000 shares of Common Stock,
of which 10,000 are exercisable within 60 days.
-31-<PAGE>
(e) As a result of the Partnership Transfers, the fol-
lowing entities have ceased, effective as of the date of such
Partnership Transfers, to be the beneficial owners of any of
the Common Stock: The Jeffrey Lorberbaum Life Trust, The
Mark Lorberbaum Life Trust, The Suzanne Helen Life Trust, The
Lauren A. Lorberbaum Accumulation Trust, The Brian Lorberbaum
Accumulation Trust, The Katherine N. Helen Life Trust and The
Jan Erik Helen Accumulation Trust.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
The responses to Item 3, Item 4 and Item 5 are in-
corporated herein by this reference.
Certain Provisions of the Merger Agreement
Operations of Aladdin. As a result of the Merger,
Aladdin became a wholly owned subsidiary of Mohawk. Pursuant
to the Merger Agreement, Jeffrey Lorberbaum and S.H. Sharpe,
and three persons designated by Mohawk, were elected by Mo-
hawk to the Board of Directors of Aladdin. Effective March
18, 1996, Aladdin Mills, Inc. contributed all of its assets
and liabilities to Aladdin Manufacturing Corporation ("Alad-
din Manufacturing"), an indirect, wholly-owned subsidiary of
Mohawk, and was dissolved, and Aladdin became a division of
Mohawk. S.H. Sharpe serves as a vice president of Aladdin
Manufacturing.
The Merger Agreement provides that, except as re-
quired by law or regulation or with the consent of a commit-
tee consisting of three persons designated by the holders of
a majority of the shares of Common Stock held by the Initial
Reporting Persons and three individuals designated by Mohawk
(the "Aladdin Benefits Committee"), neither Mohawk nor Alad-
din will: (i) discharge any Aladdin Key Employee (as that
term is defined in the Merger Agreement) within three years
of the effective time of the Merger, (ii) discharge any Alad-
din Non-Key Employee (as that term is defined in the Merger
Agreement) within one year of the closing date of the Merger,
which occurred on February 25, 1994 (the "Closing Date"), or
(iii) change, modify or decrease the salary, annual bonus, or
any employment benefits or perquisites of any Aladdin Em-
ployee (as that term is defined in the Merger Agreement)
within three years of the Closing Date (other than discharges
of Aladdin Non-Key Employees discussed above). For purposes
of eligibility, vesting and accrual of benefits under all em-
ployee benefit plans of Mohawk and its subsidiaries, service
with Aladdin and its subsidiaries is considered service with
-32-<PAGE>
Mohawk and its subsidiaries. In no event is any Aladdin Em-
ployee to be treated less favorably than any similarly situ-
ated employee of Mohawk and its subsidiaries; provided, that
Mohawk is not required to include Alan Lorberbaum in Mohawk's
Supplemental Executive Retirement Plan.
The Merger Agreement also provides that Aladdin
will maintain the Profit Sharing Plan and Trust of Aladdin
(the "Aladdin Profit Sharing Plan") for at least three years
after the effective time of the Merger without any amendments
that will adversely affect the Aladdin Employees, except as
required by law or regulation or with the consent of the Al-
addin Benefits Committee. Except as prohibited by law, ei-
ther Mohawk or Aladdin will make contributions to the Aladdin
Profit Sharing Plan with respect to each plan year that ends
before or includes the third anniversary of the Closing Date
(but not more than three plan years) in an amount determined
by Aladdin's designees to the Aladdin Benefits Committee, in
accordance with past practice, but in no event in excess of
$2,000,000 in any plan year. If the Aladdin Profit Sharing
Plan is terminated, Aladdin Employees will be eligible to
participate in the Mohawk Carpet Corporation Retirement Sav-
ings Plan on the same terms and conditions as employees of
Mohawk, to the extent that they qualify under such Mohawk
plan. Pursuant to the Merger Agreement, Mohawk is required
to reserve 250,000 shares of Common Stock for grant of stock
options to Aladdin Employees following the effective time of
the Merger. The options will be granted in such quantities,
at such times, and on such terms as are determined by
Aladdin's designees to the Aladdin Benefits Committee, sub-
ject to the approval of the compensation committee of the Mo-
hawk Board of Directors. None of Alan Lorberbaum, Jeffrey
Lorberbaum, Shirley Lorberbaum and S.H. Sharpe are eligible
to receive any options from such reserved shares.
Employment Agreements. Pursuant to the Merger
Agreement, Mohawk and Aladdin entered into employment agree-
ments with each of Jeffrey Lorberbaum and S.H. Sharpe and a
consulting agreement with Alan Lorberbaum. The initial em-
ployment agreement with Jeffrey Lorberbaum was for a term of
five years and provided for his employment as President and
Chief Executive Officer of Aladdin. On January 24, 1995,
Jeffrey Lorberbaum assumed the additional position of Presi-
dent and Chief Operating Officer of Mohawk. The initial
terms of the agreements with S.H. Sharpe and Alan Lorberbaum
were two years. The agreement with S.H. Sharpe provided for
his employment as Executive Vice President and Chief Finan-
cial Officer of Aladdin. All three agreements provided for
automatic renewal, unless terminated by Aladdin or the em-
ployee. As a result of Mohawk's policy of discontinuing the
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use of written employment contracts, all three agreements
were terminated effective February 25, 1996. However, Jef-
frey Lorberbaum was retained as President and Chief Executive
Officer of Aladdin, and President and Chief Operating Officer
of Mohawk, S.H. Sharpe was retained as Executive Vice Presi-
dent and Chief Financial Officer of Aladdin and Alan S. Lorb-
erbaum was retained as a consultant to Mohawk, on terms de-
termined in the discretion of the Compensation Committee of
the Mohawk Board of Directors.
Indemnification. The Merger Agreement provides
that Mohawk shall indemnify the officers, directors and em-
ployees of Aladdin, in such capacities, against all losses
arising out of the transactions contemplated by the Merger
Agreement to the full extent permitted under the law of the
State of Georgia and that all rights to indemnification ex-
isting in favor of such persons pursuant to Aladdin's Arti-
cles of Incorporation and Bylaws, as in effect on the date of
the Merger Agreement, with respect to matters occurring at or
prior to the effective time of the Merger shall survive for
six years after the effective time of the Merger. The Merger
Agreement also provides that, for three years after the ef-
fective time of the Merger, Mohawk will cause Aladdin to
maintain Aladdin's existing directors' and officers' liabil-
ity insurance policy with respect to matters occurring prior
to the effective time of the Merger, provided (i) that Alad-
din may substitute policies of at least the same coverage
containing terms no less favorable to the indemnified par-
ties, and (ii) that Aladdin will not be obligated to pay an
annual premium in excess of 300% of the annual premium pay-
ment on Aladdin's current policy in effect as of the date of
the Merger Agreement. The parties to the Merger Agreement
have also agreed to cooperate and use their respective rea-
sonable efforts to vigorously defend against and respond to
any action, suit, proceeding or investigation relating to the
Merger Agreement or the transactions contemplated thereby,
and that no such matter in which any of the Initial Reporting
Persons or any officer or director of Aladdin at the effec-
tive time of the Merger is a named party may be settled with-
out the consent of such Initial Reporting Person, officer or
director.
Subject to certain limitations described in the
Merger Agreement, (a) the Initial Reporting Persons, sever-
ally and not jointly, in accordance with their proportionate
interests in the common stock of Aladdin immediately prior to
the effective time of the Merger, agreed, pursuant to the
Merger Agreement, to indemnify Mohawk and Aladdin from and
against all losses asserted against, imposed upon or incurred
-34-<PAGE>
by Mohawk or Aladdin by reason of or resulting from a breach
of any representation or warranty of Aladdin or of such Ini-
tial Reporting Person in the Merger Agreement and (b) Mohawk
agreed to indemnify the Initial Reporting Persons from and
against all losses asserted against, imposed upon or incurred
by the Initial Reporting Persons by reason of or resulting
from a breach of any representation or warranty of Mohawk or
Sub in the Merger Agreement.
In addition, Mohawk agreed to indemnify the Initial
Reporting Persons from and against any and all losses in ex-
cess of $10 million asserted against, imposed upon or in-
curred by Mohawk or Aladdin as a result of any adjustment to
the tax liability of Mohawk or any of its affiliates in re-
spect of taxable years for which Mohawk was a member of the
same affiliated group for federal income taxes as Mohasco
Corporation and which are the subject of certain notices of
proposed adjustment with respect to the year ended December
31, 1988 of the consolidated group of which the former parent
corporation of Mohawk is the parent, as set forth in the
Merger Agreement (the "Tax Indemnity"). The Tax Indemnity
survives the closing indefinitely and without limitation as
to amount.
Except with respect to the Tax Indemnity, all
rights of indemnification under the Merger Agreement have ex-
pired and no claims were made thereunder.
Shareholders' Representative. Pursuant to the
Merger Agreement, each of the Initial Reporting Persons ap-
pointed S. H. Sharpe as his attorney-in-fact and agent in
connection with the transactions and agreements contemplated
by the Merger Agreement with respect to matters subsequent to
the effective time of the Merger (the "Shareholders' Repre-
sentative"). The Shareholders' Representative has the au-
thority:
(a) to dispute or to refrain from disputing any
claim made by Mohawk or Aladdin under the Merger Agree-
ment;
(b) to negotiate and compromise any dispute which
may arise under, and to exercise or refrain from exer-
cising remedies available under, the Merger Agreement
and to sign any releases or other documents with respect
to such dispute or remedy;
(c) to give such instructions and to do such other
things and refrain from doing such other things as the
-35-<PAGE>
Shareholders' Representative deems necessary or appro-
priate to carry out the provisions of the Merger Agree-
ment; and
(d) to enter into amendments of the Merger Agree-
ment and execute instruments in writing to reflect such
amendments.
Each of the Initial Reporting Persons will be bound
by all agreements and determinations made by and documents
executed and delivered by the Shareholders' Representative.
The Initial Reporting Persons will jointly and severally in-
demnify the Shareholders' Representative for any and all li-
ability, loss, cost, damage or expense (including attorneys'
fees) incurred or suffered as a result of the performance of
his duties under the Merger Agreement, except for gross neg-
ligence or willful misconduct.
Registration Rights Agreement
Pursuant to a Registration Rights Agreement, dated
February 25, 1994, between the Initial Reporting Persons and
Mohawk (the "Registration Rights Agreement"), Mohawk agreed
to use its best efforts to effect an initial registration
statement (the "Initial Registration Statement") with respect
to the shares of Common Stock acquired by the Reporting Per-
sons and certain of their transferees (the "Holders") and Mo-
hawk further agreed to seek to keep this registration state-
ment in effect for three years following the Pooling Date (as
defined in the Registration Rights Agreement). Subsequently,
Alan S. Lorberbaum, as the holder of at least 50% of the
registrable securities, entered into a letter agreement dated
March 23, 1994 with Mohawk (the "Letter Agreement"), by which
any default under the Registration Rights Agreement was
waived that might arise out of the failure of Mohawk to file
the Initial Registration Statement within 30 days after the
effective date of the Merger, so long as Mohawk uses its best
efforts to prepare and file the Initial Registration
Statement as soon as practicable after the receipt by Mohawk
of the written request of the holders of at least 50% of the
registrable securities, and, in any event, within 30 days of
such notice. The Initial Registration Statement will permit
the Holders to make sales of Common Stock from time to time
during the three-year period without an underwritten public
offering being conducted.
The Registration Rights Agreement also provides for
demand registration rights to be granted to Holders. These
demand registration rights will permit Holders holding secu-
rities having a market value of at least $25 million (or, if
less, all remaining registrable securities then outstanding,
-36-<PAGE>
so long as the market value of such remaining securities is
at least $5 million) to require Mohawk to effect up to two
registered offerings per year. During an initial period (the
"Initial Period") of one year following the Pooling Date, the
Holders had the right to sell up to $100 million of Common
Stock (either pursuant to the Initial Registration Statement
or another registration statement), on a priority basis, in
effect to the exclusion of registered offerings by Mohawk or
other holders of registration rights previously granted by
Mohawk. Following the Initial Period, the Holders continue
to have demand registration rights and Mohawk will be obli-
gated to use its best efforts to seek to include securities
held by the Holders in registered offerings effected by Mo-
hawk, but Mohawk will retain a priority to effect offerings
by Mohawk to the exclusion of offerings registering the secu-
rities held by the Holders or by other holders of registra-
tion rights previously granted by Mohawk. In addition, fol-
lowing the Initial Period, Mohawk may notify Holders holding
the requisite amount of registrable securities and seeking to
exercise their demand registration rights that Mohawk intends
to effect a registered offering, in which event Mohawk's pro-
posed offering shall be effected rather than the offering re-
quested by the Holders.
The Registration Rights Agreement also provides for
incidental or "piggyback" registration rights to be granted
to the Holders. The incidental rights granted by Mohawk to
the Holders under the Registration Rights Agreement provide
that, if Mohawk seeks to effect a registered offering, such
offering by Mohawk, after the Initial Period, will have pri-
ority and if the underwriter of that offering (if underwrit-
ten) advises Mohawk that the total amount of securities
sought to be included in that offering exceeds the amount
that can be successfully offered, then all holders of regis-
tration rights granted by Mohawk would participate in the of-
fering to the extent permitted by the underwriter on a pro
rata basis (based on the number of registrable securities
sought to be included in the offering); provided that members
of management of Mohawk holding incidental registration
rights would only participate after other registration rights
holders have been able to sell all of the registrable securi-
ties sought to be sold by them in such offering.
The Partnership Agreement
The Partnership Agreement provides that the primary
purpose of the Partnership is to invest and reinvest the
property contributed to the Partnership or later acquired by
the Partnership for current income production and for long
term appreciation and to engage in such other activities and
business as the general partners deem appropriate. The Part
-37-<PAGE>
nership is to continue until it is dissolved, liquidated, and
terminated pursuant to the Partnership Agreement or, if
sooner, until December 31, 2075.
Except as otherwise specifically provided in the
Partnership Agreement, all decisions relating to the business
and affairs of the Partnership and all designations and elec-
tions required or permitted to be made by the Partnership un-
der the Partnership Agreement are to be made by a majority in
interest of the general partners. ASL holds a majority in
interest of the general partner interest of the Partnership.
The general partners are authorized to engage investment ad-
visors for the Partnership and to delegate to them full power
and authority to decide upon and to order sales of Partner-
ship property and to decide upon and to order purchases of
assets by the Partnership. Any such delegation of authority
may be general or may contain such conditions and restric-
tions as may be determined by the general partners. The
Partnership Agreement also provides that the limited part-
ners, in their capacity as such, shall not participate in the
management of the Partnership and shall have no right or au-
thority to act for or bind the Partnership or the partners.
-38-<PAGE>
Other Arrangements
The following securities have been pledged to se-
cure bank loans or lines of credit: 500,000 shares of Common
Stock pledged by the Partnership; 2,595,319 shares of Common
Stock pledged by Alan S. Lorberbaum; 160,000 shares of Common
Stock pledged by Stephen Sharpe; 135,000 shares of Common
Stock pledged by Lynne Mozley; 65,357 shares of Common Stock
pledged by Suzanne L. Helen; 60,381 shares of Common Stock
pledged by Mark Lorberbaum; 20,000 shares of Common Stock
pledged by Joseph Yarbrough, and 350,000 shares of Common
Stock pledged by S.H. Sharpe.
The foregoing response to this Item 6 is qualified
in its entirety by reference to the Merger Agreement, the
full text of which is filed as Exhibit 2 hereto and incorpo-
rated herein by this reference, the Registration Rights
Agreement and the Letter Agreement, the full texts of which
are filed as Exhibits 3 and 7 hereto and incorporated herein
by this reference and the Partnership Agreement and the First
Amendment, the full texts of which are filed as Exhibits 8
and 10 hereto and incorporated herein by this reference.
-39-<PAGE>
Item 7. Material to be Filed as Exhibits
(1) Joint Filing Agreement (including powers of
attorney)*
(2) Agreement and Plan of Merger**
(3) Registration Rights Agreement***
(4) Consulting Agreement between Aladdin Mills,
Inc., Mohawk Industries, Inc. and Alan S.
Lorberbaum****
(5) Employment Agreement between Aladdin Mills,
Inc., Mohawk Industries, Inc. and Jeffrey L.
Lorberbaum*****
(6) Employment Agreement between Aladdin Mills,
Inc., Mohawk Industries, Inc. and S.H.
("Jack") Sharpe******
____________________
* Previously filed as Exhibit 1 of the Schedule 13D of the
Initial Reporting Persons filed on March 7, 1994 and incorpo-
rated herein by reference.
** Incorporated by reference to Appendix A of the Mohawk
Registration Statement on Form S-4 (Registration No. 33-
74220) as filed with the Securities and Exchange Commission
on January 26, 1994 (the "Mohawk S-4").
*** Incorporated by reference to Exhibit 10(a) of the Mohawk
S-4.
**** Incorporated by reference to Exhibit 10(f) of the Mohawk
S-4.
***** Incorporated by reference to Exhibit 10(g) of the Mo-
hawk S-4.
****** Incorporated by reference to Exhibit 10(e) of the Mo-
hawk S-4.
-40-<PAGE>
(7) Letter Agreement between Alan S. Lorberbaum
and Mohawk Industries, Inc. dated March 23,
1994*
(8) Limited Partnership Agreement of Aladdin
Partners, L.P. dated March 29, 1996
(9) Amendment to Joint Filing Agreement (in-
cluding powers of attorney)
(10) First Amendment of Partnership Agreement of
Aladdin Partners, L.P., dated April 16, 1996
____________________
* Incorporated by reference to Exhibit 10.3 of the Quarterly
Report on Form 10-Q of Mohawk for the period ended July 2,
1994.
-41-<PAGE>
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: June 26, 1996
/s/ Alan S. Lorberbaum
ALAN LORBERBAUM
*
SHIRLEY LORBERBAUM
*
JEFFREY LORBERBAUM
/s/ S.H. Sharpe
S.H. SHARPE
*
MARK LORBERBAUM
*
SUZANNE L. HELEN
THE JEFFREY LORBERBAUM LIFE TRUST
By *
Mark Lorberbaum
Trustee
By /s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
-42-<PAGE>
THE MARK LORBERBAUM LIFE TRUST
By /s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
THE SUZANNE L. HELEN LIFE TRUST
By /s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
*
JOSEPH YARBROUGH
*
STEPHEN SHARPE
*
LYNNE MOZLEY
-43-<PAGE>
THE BRIAN LORBERBAUM ACCUMULATION TRUST
By *
Mark Lorberbaum
Trustee
By *
Barry L. Hoffman
Trustee
THE LAUREN A. LORBERBAUM ACCUMULATION
TRUST
By *
Mark Lorberbaum
Trustee
By *
Barry L. Hoffman
Trustee
THE KATHERINE N. HELEN ACCUMULATION
TRUST
By *
Mark Lorberbaum
Trustee
By *
Jeffrey Lorberbaum
Trustee
THE JAN ERIK HELEN ACCUMULATION TRUST
By *
Mark Lorberbaum
Trustee
-44-<PAGE>
By *
Jeffrey Lorberbaum
Trustee
*
BARRY L. HOFFMAN
ALADDIN PARTNERS, L.P.
By ASL Management Corporation,
a General Partner
By /s/ Alan S. Lorberbaum
Alan S. Lorberbaum
Chief Executive Officer
ASL MANAGEMENT CORPORATION
By /s/ Alan S. Lorberbaum
Alan S. Lorberbaum
Chief Executive Officer
* By /s/ S.H. Sharpe
S.H. Sharpe, as
attorney-in-fact
-45-<PAGE>
SCHEDULE I
-46-<PAGE>
SCHEDULE I
----------
Sole
Percent Voting Shared
of and Voting
Beneficial Outstand- Record Dispos. and
Name Ownership(1) ing(2) Ownership Power Dispos. Power(3)
---- ---------- --------- --------- -------- -------------
Alan S. Lorberbaum 12,195,319(4) 35.5% 2,595,319 2,595,319 9,600,000(4)
Shirley Lorberbaum 9,600,100(5) 27.9% 100 100 9,600,000(5)
Jeffrey Lorberbaum 421,417(6) 1.2% 411,417 411,417 0
Mark Lorberbaum 87,281(7) .3% 60,381 65,281 0
Suzanne L. Helen 65,357(8) .2% 65,357 65,357 0
S.H. Sharpe 351,821(9) 1.0% 351,821 351,821 0
Joseph Yarbrough 53,000(10) .2% 50,000 50,000 0
The Jeffrey Lorberbaum
Life Trust 0 0% 0 0 0
The Mark Lorberbaum
Life Trust 0 0% 0 0 0
The Suzanne L. Helen
Life Trust 0 0% 0 0 0
Stephen Sharpe 179,338(11) .5% 162,138 169,338(12) 10,000(13)
Lynne Mozley 174,538(14) .5% 162,138 164,538(15) 10,000(16)
-47-<PAGE>
SCHEDULE I
----------
Sole
Percent Voting Shared
of and Voting
Beneficial Outstand- Record Dispos. and
Name Ownership(1) ing(2) Ownership Power Dispos. Power(3)
---- ---------- --------- --------- -------- -------------
The Lauren A. Lorberbaum
Accumulation Trust 0 0% 0 0 0
The Brian Lorberbaum
Accumulation Trust 0 0% 0 0 0
The Katherine N. Helen
Accumulation Trust 0 0% 0 0 0
The Jan Erik Helen
Accumulation Trust 0 0% 0 0 0
Barry L. Hoffman 9,603,000(17) 28.0% 0 3,000(18) 9,600,000(17)
Aladdin Partners,
L.P. 9,600,000 27.9% 9,600,000 0 9,600,000
ASL Management
Corporation 9,600,000(19) 27.9% 0 0 9,600,000(19)
-48-<PAGE>
--------------------
(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 34,350,572 shares of Common Stock outstanding as
of May 1, 1996 as disclosed in Mohawk's Quarterly Report
on Form 10-Q for the period ended March 30, 1996.
(3) Shares of Common Stock over which the respective
Reporting Person may be deemed to have shared voting and
dispositive power.
(4) Includes 9,600,000 shares held by Aladdin Partners, Inc.
(the "Partnership"). Mr. Alan S. Lorberbaum, as a direc-
tor of ASL Management Corporation ("ASL"), the majority
general partner of the Partnership, may be deemed to
share voting and dispositive power with respect to all
such shares. Does not include 100 shares of Common Stock
owned of record by Mrs. Shirley Lorberbaum, Mr. Alan S.
Lorberbaum's wife.
(5) Includes 9,600,000 shares held by the Partnership. Mrs.
Shirley Lorberbaum, as a director of ASL, the majority
general partner of the Partnership, may be deemed to
share voting and dispositive power with respect to all
such shares. Does not include 2,595,319 shares of Common
Stock owned of record by Mr. Alan S. Lorberbaum, Mrs.
Lorberbaum's husband.
(6) Includes 10,000 shares subject to options exercisable
within 60 days. Does not include 9,600,000 shares held
by the Partnership, of which Jeffrey Lorberbaum is a
minority general partner.
(7) Includes 4,900 shares of Common Stock held in a brokerage
account and 22,000 shares of Common Stock which are the
subject of option contracts purchased by Mark Lorberbaum,
exercisable immediately, 16,000 of which expire on the
third Friday in August 1996 and 6,000 of which expire on
the third Friday of November 1996. Does not include
9,600,000 shares held by the Partnership, of which Mark
Lorberbaum is a minority general partner.
(8) Does not include 9,600,000 shares held by the
Partnership, of which Suzanne Helen is a minority general
partner.
-49-<PAGE>
(9) Does not include 9,600,000 shares held by the
Partnership, of which S.H. Sharpe is a minority general
partner.
(10) Includes 3,000 shares subject to options exercisable
within 60 days.
(11) Includes 2,400 shares held by The Lauren Kyle Mozley
Trust, 2,400 shares held by The Austin Hamilton Mozley
Trust, and 2,400 shares held by The Jacob Stephen Mozley
Trust with respect to each of which Mr. Stephen Sharpe,
as sole Trustee, holds sole voting and dispositive power,
and 10,000 shares held by The S.H. Sharpe Grandchildren
Trust, over which Mr. Stephen Sharpe, as Co-Trustee, has
shared voting and dispositive power.
(12) Includes 2,400 shares held by The Lauren Kyle Mozley
Trust, 2,400 shares held by The Austin Hamilton Mozley
Trust, and 2,400 shares held by The Jacob Stephen Mozley
Trust with respect to each of which Mr. Stephen Sharpe,
as sole Trustee, holds sole voting and dispositive power.
(13) Shares held by The S.H. Sharpe Grandchildren Trust, over
which Mr. Stephen Sharpe, as Co-Trustee, shares voting
and dispositive power.
(14) Includes 2,400 shares held by The David Hamilton Sharpe
Trust, over which Mrs. Mozley, as sole Trustee, has sole
voting and dispositive power, and 10,000 shares held by
The S.H. Sharpe Grandchildren Trust, over which Mrs. Moz-
ley, as Co-Trustee, shares voting and dispositive power.
(15) Includes 2,400 shares held by The David Hamilton Sharpe
Trust, over which Mrs. Mozley, as sole Trustee, has sole
voting and dispositive power.
(16) Shares held by The S.H. Sharpe Grandchildren Trust, over
which Mrs. Mozley, as Co-Trustee, shares voting and dis-
positive power.
(17) Includes 9,600,000 shares held by the Partnership. As a
director of ASL, the majority general partner of the
Partnership, Barry Hoffman may be deemed to share voting
and dispositive power with respect to all such shares.
(18) Shares beneficially owned by Barry L. Hoffman in an em-
ployee benefit plan.
(19) Shares held by the Partnership. ASL, as the majority
general partner of the Partnership, shares voting and
dispositive power with respect to all such shares.
-50-<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
-------
(1) Joint Filing Agreement (including powers of attorney)*
(2) Agreement and Plan of Merger**
(3) Registration Rights Agreement***
(4) Consulting Agreement between Aladdin Mills, Inc., Mohawk
Industries, Inc. and Alan S. Lorberbaum****
(5) Employment Agreement between Aladdin Mills, Inc., Mohawk
Industries, Inc. and Jeffrey L. Lorberbaum*****
(6) Employment Agreement between Aladdin Mills, Inc., Mohawk
Industries, Inc. and S.H. ("Jack") Sharpe******
____________________
* Previously filed as Exhibit 1 of the Schedule 13D of the
Initial Reporting Persons filed on March 7, 1994 and incorpo-
rated herein by reference.
** Incorporated by reference to Appendix A of the Mohawk
Registration Statement on Form S-4 (Registration No. 33-
74220) as filed with the Securities and Exchange Commission
on January 26, 1994 (the "Mohawk S-4").
*** Incorporated by reference to Exhibit 10(a) of the Mohawk
S-4.
**** Incorporated by reference to Exhibit 10(f) of the Mohawk
S-4.
***** Incorporated by reference to Exhibit 10(g) of the Mo-
hawk S-4.
****** Incorporated by reference to Exhibit 10(e) of the Mo-
hawk S-4.
-51-<PAGE>
(7) Letter Agreement between Alan S. Lorberbaum and Mohawk
Industries, Inc. dated March 23, 1994*
(8) Limited Partnership Agreement of Aladdin Partners, L.P.
dated March 29, 1996
(9) Amendment to Joint Filing Agreement (including powers of
attorney)
(10) First Amendment of Partnership Agreement of Aladdin
Partners, L.P., dated April 16, 1996
____________________
* Incorporated by reference to Exhibit 10.3 of the Quarterly
Report on Form 10-Q of Mohawk for the period ended July 2,
1994.
-52-
Exhibit 8
ALADDIN PARTNERS, L.P.
LIMITED PARTNERSHIP AGREEMENT
March 29, 1996<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 1 Formation of Partnership; Name and
Principal Office............................ 3
1.1 Formation..................................... 3
1.2 Name, Registered Agent and Registered
Office...................................... 3
ARTICLE 2 Partners...................................... 3
2.1 General Partners.............................. 3
2.2 Limited Partners.............................. 4
ARTICLE 3 Purpose of Partnership........................ 5
ARTICLE 4 Term.......................................... 6
ARTICLE 5 Capital Contributions......................... 5
5.1 Initial Contributions......................... 5
5.2 Additional Capital Contributions.............. 6
5.3 Capital Accounts.............................. 6
5.4 Revaluation of Capital Accounts............... 7
5.5 Interest on and Return of Capital............. 7
5.6 Waiver of Right of Partition.................. 7
5.7 Valuation Adjustments......................... 8
(i)<PAGE>
ARTICLE 6 Profits, Losses and Distributive Shares of
Tax Items................................... 8
ARTICLE 7 Distributions to Partners..................... 9
7.1 Determination of Cash Flow.................... 9
7.2 Distribution of Cash Flow..................... 9
7.3 Distributions in Kind......................... 10
ARTICLE 8 Management of Partnership..................... 10
8.1 Authority of the General Partners............. 10
8.2 Investment Advisors........................... 10
8.3 Certain Sale and Investment Decisions......... 11
8.4 Third Party Reliance.......................... 11
8.5 Limited Partners' Participation in
Management.................................. 11
ARTICLE 9 Investment Representations of Limited
Partners.................................... 12
9.1 Investment Intent............................. 12
9.2 Unregistered Limited Partnership Interests.... 12
9.3 Nature of Investment.......................... 12
9.4 Legend on Agreement and Certificate........... 13
ARTICLE 10 Power of Attorney............................. 13
10.1 Grant of Power................................ 13
10.2 Irrevocability of Power....................... 14
(ii)<PAGE>
ARTICLE 11 Banking and Custody of Assets................. 14
ARTICLE 12 Accounting.................................... 15
12.1 Accounting Period............................. 15
12.2 Method of Accounting.......................... 15
12.3 Financial and Operating Statements and
Tax Returns................................. 15
12.4 Location of and Access to Books of
Account..................................... 16
ARTICLE 13 Admission of Partners......................... 16
ARTICLE 14 Transfer of Partnership Interests............. 16
14.1 Transfer of Interest of Limited
Partner..................................... 16
14.2 Substituted Limited Partner................... 17
14.3 Transfer of Interest as General Partner....... 18
14.4 Permitted Transfer of General Partner's
Interest.................................... 18
14.5 Excepted Transfers............................ 19
14.6 Possible Termination of Marriage of a
Partner..................................... 19
ARTICLE 15 Withdrawals................................... 20
ARTICLE 16 Dissolution, Liquidation and Termination of
Partnership................................. 20
(iii)<PAGE>
16.1 Dissolving Events............................. 20
16.2 Definitions................................... 21
16.3 Method of Liquidation......................... 22
16.4 Reasonable Time for Liquidation............... 23
16.5 Date of Termination........................... 23
ARTICLE 17 General Provisions............................ 23
17.1 Notices....................................... 23
17.2 Modifications................................. 24
17.3 Binding Effect................................ 24
17.4 Severability of Provisions.................... 24
17.5 Arbitration................................... 24
17.6 Duplicate Originals........................... 26
17.7 Construction.................................. 26
(iv)<PAGE>
LIMITED PARTNERSHIP AGREEMENT
OF
ALADDIN PARTNERS, L.P.
THIS LIMITED PARTNERSHIP AGREEMENT, made and entered
into the ____ day of ___________, 1996, by and among ALAN S.
LORBERBAUM, JEFFREY LORBERBAUM, MARK LORBERBAUM, SYLVESTER H.
SHARPE, all individual residents of the State of Georgia, and
SUZANNE L. HELEN, a resident of the State of Colorado; ASL Man-
agement Corp., a Georgia corporation, MARK LORBERBAUM,
SYLVESTER H. SHARPE and BARRY L. HOFFMAN, as trustees of the
Jeffrey Lorberbaum Life Trust, dated December 21, 1989, JEFFREY
LORBERBAUM, SYLVESTER H. SHARPE and BARRY L. HOFFMAN, as trust-
ees of the Mark Lorberbaum Life Trust, dated December 21, 1989;
_____________________________________________________________________
THE LIMITED PARTNERSHIP INTERESTS IN ALADDIN PARTNERS, L.P.
(THE "INTERESTS") ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER
SET FORTH IN ARTICLE 14 OF THIS AGREEMENT. THE INTERESTS HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
(i) THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED (THE "GEOR-
GIA ACT"), IN RELIANCE UPON THE EXEMPTION PROVIDED IN SECTION
10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA ANNOTATED, (ii) UN-
DER ANY OTHER STATE SECURITIES LAWS, OR (iii) UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT").
NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT
ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
ARTICLE 14 OF THIS AGREEMENT AND (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE GEORGIA ACT OR IN A TRANSAC-
TION THAT IS EXEMPT FROM REGISTRATION UNDER THE GEORGIA ACT OR
THAT IS OTHERWISE IN COMPLIANCE WITH THE GEORGIA ACT, (ii) PUR-
SUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY OTHER
APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION THAT IS
EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR THAT IS
OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS, AND (iii)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FED-
ERAL ACT OR IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION
UNDER THE FEDERAL ACT OR THAT IS OTHERWISE IN COMPLIANCE WITH
THE FEDERAL ACT.<PAGE>
JEFFREY LORBERBAUM, SYLVESTER L. SHARPE and BARRY L. HOFFMAN,
as trustees of the Suzanne L. Helen Life Trust, dated December
21, 1989; MARK LORBERBAUM and BARRY L. HOFFMAN, as trustees of
the Brian Lorberbaum Accumulation Trust, dated December 21,
1989; MARK LORBERBAUM and BARRY L. HOFFMAN, as trustees of the
Lauren A. Lorberbaum Accumulation Trust, dated December 21,
1989; MARK LORBERBAUM and JEFFREY LORBERBAUM, as trustees of
the Jan Erik Helen Accumulation Trust, dated December 21, 1989;
and MARK LORBERBAUM and JEFFREY LORBERBAUM, as trustees of the
Katherine N. Helen Accumulation Trust, dated December 21, 1989;
W I T N E S S E T H:
WHEREAS, the parties hereto desire to consolidate and
maintain the continuity of ownership of the common stock of
Mohawk Industries, Inc. by the Lorberbaum family and its busi-
ness associates, and such family's ability to influence the
affairs of such corporation by forming a limited partnership
under the laws of the State of Georgia to hold and manage a
substantial portion of such stock as hereinafter described; and
WHEREAS, the parties hereto desire to set forth
herein their respective rights, duties and responsibilities
with respect to such limited partnership;
NOW, THEREFORE, in consideration of the premises, and
of the mutual promises, obligations and agreements contained
herein, the parties hereto, intending to be legally bound, do
hereby agree as follows:
-2-<PAGE>
ARTICLE 1
FORMATION OF PARTNERSHIP; NAME AND PRINCIPAL OFFICE
1.1 Formation. The parties hereto do hereby agree to and
do hereby form a limited partnership under the Revised Uniform
Limited Partnership Act of the State of Georgia (said limited
partnership being hereinafter referred to as the "Partner-
ship").
1.2 Name, Registered Agent and Registered Office. The
name of the Partnership shall be ALADDIN PARTNERS L.P., its
registered agent for service of process shall be ALAN S.
LORBERBAUM, and the registered office of the Partnership shall
be located at 822 Atkinson Drive, Dalton, Georgia 30720, or at
such other place as the General Partners may from time to time
designate.
ARTICLE 2
PARTNERS
2.1 General Partners. The general partners of the part-
nership and their respective percentage interests in the part-
nership as set forth opposite their names are:
GENERAL PARTNER PERCENTAGE INTEREST
ASL Management Corp. 1.57292%
Jeffrey Lorberbaum 0.31250%
Mark Lorberbaum 0.31250%
Suzanne L. Helen 0.31250%
Sylvester H. Sharpe 0.10416%
2.61458%
-3-<PAGE>
The general partners, together with such persons, firms or en-
tities as may hereafter be admitted to the Partnership as sub-
stitute or additional general partners, are referred to herein
individually as a "General Partner" or collectively as the
"General Partners".
2.2 Limited Partners. The limited partners of the Part-
nership and their respective percentage interests in the part-
nership as set forth opposite their names are:
LIMITED PARTNER PERCENTAGE INTEREST
Alan S. Lorberbaum 83.58848%
Sylvester H. Sharpe .52083%
Mark Lorberbaum, Sylvester H. Sharpe 3.41385%
and Barry L. Hoffman, as trustees
of the Jeffrey Lorberbaum Life Trust
Jeffrey Lorberbaum, Sylvester H. 3.41385%
Sharpe and Barry L. Hoffman, as
trustees of the Mark Lorberbaum Life
Trust
Jeffrey Lorberbaum, Sylvester H. 3.41385%
Sharpe and Barry L. Hoffman, as
trustees of the Suzanne L. Helen
Life Trust
Mark Lorberbaum and Barry L. Hoffman, .75864%
as trustees of the Brian Lorberbaum
Accumulation Trust
Mark Lorberbaum and Barry L. Hoffman .75864%
as trustees of the Lauren A. Lorberbaum
Accumulation Trust
Mark Lorberbaum and Jeffrey Lorberbaum, .75864%
as trustees of the Jan Erik Helen
Accumulation Trust
Mark Lorberbaum and Jeffrey Lorberbaum, .75864%
as trustees of the Katherine N. Helen
Accumulation Trust
97.38542%
The limited partners, together with such persons, firms or en-
tities as may hereafter be admitted to the Partnership as sub-
stitute or additional limited partners, are referred to herein
individually as a
-4-<PAGE>
"Limited Partner" or collectively as the "Limited Partners."
The General and Limited Partners are referred to herein
collectively as the "Partners" and individually as a "Partner."
ARTICLE 3
PURPOSE OF PARTNERSHIP
The primary purpose of the Partnership shall be to invest
and reinvest the property contributed to the Partnership or
later acquired by the Partnership for current income production
and for long term appreciation and to engage in such other ac-
tivities and businesses as the General Partners, in their sole
discretion, deem appropriate. The Partnership shall also be
authorized to purchase life insurance on the life of any part-
ner and to lend money to any Partner of the Partnership, on
such commercially reasonable terms as the General Partners, in
their sole discretion, deem appropriate.
ARTICLE 4
TERM
The term of the Partnership shall commence upon the filing
for record of a Certificate of Limited Partnership for the
Partnership in the office of the Secretary of State of the
State of Georgia, and shall continue until the Partnership is
dissolved, liquidated, and terminated pursuant to Article 16
hereof or, if sooner, until December 31, 2075.
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ARTICLE 5
CAPITAL CONTRIBUTIONS
5.1 Initial Contributions. Simultaneously with the ex-
ecution hereof, each of the Partners has contributed the prop-
erty set forth opposite such Partner's name on the Schedule
attached hereto and incorporated herein by this reference (the
"Schedule"). The agreed value of the property so contributed
is also set forth on the Schedule, and such amounts shall be
credited to the Partners' respective capital accounts pursuant
to the provisions of Section 5.3 hereof.
5.2 Additional Capital Contributions. No Partner shall
be required to make additional contributions to the Partner-
ship. No Partner shall be permitted to make additional contri-
butions to the Partnership without the consent of the General
Partners. In the event of any such additional contribution,
the amount of money contributed or the agreed upon net fair
market value of property contributed shall be credited to the
capital account of the Partner making the contribution.
5.3 Capital Accounts. A separate capital account shall
be maintained for each Partner, and such capital account, as of
any particular date, shall be the sum of the following amounts:
(i) The amount of cash plus the agreed upon net fair
market value (as of the date of contribution) of any other
property that has been contributed by the Partner to the
Partnership as of such date; plus
(ii) The aggregate amount of the Partnership's Net
Profit that has been allocated to such Partner as of such
date pursuant to Sections 5.4 and 6 hereof; minus
(iii) The aggregate amount of the Partnership's Net
Loss that has been allocated to such Partner as of such
date pursuant to Sections 5.4 and 6 hereof; minus
(iv) The sum of all distributions of cash and the
agreed upon net fair market value (as of the date of dis-
tribution) of any other property that has been distributed
to such Partner by the Partnership as of such date.
-6-<PAGE>
A Partner's capital account shall also be increased or de-
creased as of such date for any items described in Treasury
Regulation Section 1.704-1(b)(2)(iv) that are required to be
reflected in such Partner's capital account under such
regulation and which are not otherwise taken into account in
computing such capital account under this Section 5.3.
5.4 Revaluation of Capital Accounts. The General Partner
shall determine the fair market value as of each Valuation
Date, as hereinafter defined, of each asset owned by the Part-
nership at the opening of business on such Valuation Date, and
the Partnership shall be deemed to have sold all of its assets
for such value as of such Valuation Date. Any gain or loss
deemed to have been realized by the Partnership as a result of
such deemed sale of its assets shall be treated as an ad-
ditional item of Net Profit or Net Loss, as the case may be,
and shall be allocated to the Partners as provided in Article 6
hereof. "Valuation Date" shall mean for purposes of this
Agreement any date designated by the General Partners, provided
that on such date either:
(a) a contribution is made to the capital of the
Partnership by one or more Partners under Section 5.2 hereof
other than contributions made by all of the Partners in propor-
tion to their respective capital account balances as of such
date, or
(b) a distribution of cash or other property is made
by the Partnership to one or more Partners under Article 7
hereof other than a distribution made to all of the Partners in
proportion to their respective capital account balances as of
such date.
5.5 Interest on and Return of Capital. Each Partner ac-
knowledges that his return on his capital account will be lim-
ited to allocations of Net Profit and Net Loss as set forth in
Article 6 hereof, and except as otherwise provided in Article
16 hereof, no Partner shall have the right to
-7-<PAGE>
demand or to receive the return of the specific property
contributed by that person to the capital of the Partnership.
5.6 Waiver of Right of Partition. Each of the Partners
hereby waives and agrees not to exercise during the term of
this Agreement any right he may have to cause the Partnership's
property to be partitioned or divided among the Partners or to
file a complaint or institute any proceeding at law or in eq-
uity to cause the Partnership's property to be partitioned or
otherwise divided among the Partners.
5.7 Valuation Adjustments. The value of any property
contributed to the Partnership under Sections 5.1 or 5.2,
above, shall be adjusted for all purposes of this Agreement to
reflect any value determined in a final valuation report ob-
tained or accepted by the Partnership in connection with the
contribution.
ARTICLE 6
PROFITS, LOSSES AND DISTRIBUTIVE SHARES OF TAX ITEMS
For purposes of this Agreement, the Partnership's Net
Profit or Net Loss, as the case may be, for each taxable year
of the Partnership shall be an amount equal to the
Partnership's taxable income or loss for such year as deter-
mined under Internal Revenue Code ("I.R.C.") Section 703(a),
except that such Net Profit or Net Loss shall be computed as if
items of tax-exempt income and nondeductible, noncapital
expenditures (under I.R.C. Sections 705(a)(1)(B) and
705(a)(2)(B)) realized and incurred by the Partnership during
such taxable year were included in the computation of taxable
income or loss. The Partnership's Net Profit or Net Loss, as
the case may be, for each taxable year of the Partnership and
each item of income, gain, loss, deduction or credit of the
-8-<PAGE>
Partnership for federal or state income tax purposes shall be
allocated to the Partners in proportion to the balances
standing in their respective capital accounts as of the
beginning of the year; provided, however, that such allocations
among the Partners with respect to periods within the taxable
year shall be made in a manner the General Partners determine
is appropriate to reflect any substantial change in the
proportionate capital account balances of the Partners during
the taxable year; and provided further, however, that taxable
gain or loss recognized by the Partnership with respect to the
sale or exchange of property contributed by the Partners to the
Partnership shall be allocated solely to the Partner who con-
tributed the property (or to such partner's assignee) or in an
amount equal to the difference between the agreed value and the
tax basis of the property at the time of its contribution.
ARTICLE 7
DISTRIBUTIONS TO PARTNERS
7.1 Determination of Cash Flow. The cash flow of the
Partnership shall be determined annually as of the end of each
calendar year and shall consist of all cash or cash equivalents
of the Partnership on hand on the last day of the year, less
any reserves reasonably deemed necessary by the General Partner
for:
(a) distribution to Partners under Section 8.3
hereof;
(b) the payment of any debts or liabilities of the
Partnership;
(c) the working capital requirements of the Partner-
ship;
(d) capital improvements to the property of the
Partnership; or
(e) any contingent or unforeseen liabilities of the
Partnership.
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7.2 Distribution of Cash Flow. The cash flow of the
Partnership for each calendar year, as determined under Section
7.1 above, may be distributed by the Partnership to the Part-
ners, at such times, and in such amounts, as the General Part-
ners may determine, in proportion to the positive balances, if
any, standing in the Partners' respective capital accounts as
of the beginning of such year. The General Partners may, dur-
ing the course of a calendar year, make an advance distribution
to a Partner of the Partnership cash flow for the year, deter-
mined on an interim basis. Any such distribution shall be
treated as a noninterest-bearing loan to the Partner receiving
the distribution and shall be repayable to the Partnership on
demand.
7.3 Distributions in Kind. Distributions in kind of the
property of the Partnership, in liquidation or otherwise, shall
be made by the Partnership to the Partners at such times, in
such amounts, and at a value of such property as may be deter-
mined from time to time by the General Partners. Prior to the
Partnership's making a distribution in kind, the difference
between the value of the property to be distributed and its
book value shall be credited or charged, as appropriate, to the
Partners' capital accounts in proportion to their respective
positive capital account balances, if any, as of such time, and
upon distribution of the property its value shall be charged to
the capital accounts of the Partners receiving the distribu-
tion.
ARTICLE 8
MANAGEMENT OF PARTNERSHIP
8.1 Authority of the General Partners. Except as other-
wise specifically provided in this Agreement, all decisions
relating to the business and affairs of the Partnership and all
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designations and elections required or permitted to be made by
the Partnership under this Agreement shall be made by a ma-
jority in interest of the General Partners.
8.2 Investment Advisors. The General Partners shall be
authorized to engage investment advisors for the Partnership
and to delegate to them full power and authority to decide upon
and to order sales of Partnership property and to decide upon
and to order purchases of assets by the Partnership. Any such
delegation of authority may be general or may contain such con-
ditions and restrictions as may be determined by the General
Partners.
8.3 Certain Sale and Investment Decisions. Each Partner
acknowledges that taxable income or loss will be allocated to
him individually upon a sale by the Partnership of property he
has contributed to the Partnership to reflect any difference
between his basis in the property and its fair market value at
the time of the contribution. Any such sale of contributed
property shall be a sale of property consisting pro rata of
amounts of property contributed by each Partner of the Partner-
ship, and each Partner hereby consents to such pro rata sales
of contributed property. The Partners agree that the Partner-
ship shall distribute sufficient cash to each Partner who so
requests to enable him to pay when due his state and federal
income tax liabilities arising from sales of Partnership prop-
erty, and the General Partners shall retain in cash or cash
equivalents a sufficient amount of the proceeds from any sale
of Partnership property to provide for such distributions.
8.4 Third Party Reliance. No person dealing with the
Partnership shall be required to inquire into the authority or
capacity of the General Partners to act on behalf of the Part-
nership or to bind the Partnership, but any such person shall
be entitled to rely entirely on action taken on behalf of the
Partnership through a written instrument signed by the General
Partners, including, without limitation, action taken to del-
egate investment authority pursuant to Section 8.2 hereof.
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8.5 Limited Partners' Participation in Management. The
Limited Partners, in their capacity as such, shall not partici-
pate in the management of the Partnership and shall have no
right or authority to act for or bind the Partnership or the
Partners.
ARTICLE 9
INVESTMENT REPRESENTATIONS OF LIMITED PARTNERS
9.1 Investment Intent. Each Limited Partner does hereby
represent and warrant to the Partnership and to the General
Partners that he has acquired his interest in the Partnership
for investment solely for his own account, with the intention
of holding such interest for investment, without any intention
of participating directly or indirectly in any distribution of
any portion of such interest, and without the financial par-
ticipation of any other person in acquiring his interest in the
Partnership.
9.2 Unregistered Limited Partnership Interests. Each
Limited Partner does hereby acknowledge that he is aware that
his interest in the Partnership has not been registered (a)
under the Securities Act of 1933, as amended (the "Federal
Act"), or (b) under any state securities laws. Each Limited
Partner further understands and acknowledges that his represen-
tations and warranties contained in this Article 9 are being
relied upon by the Partnership and by the General Partners as
the basis for the exemption of the Limited Partners' interests
in the Partnership from the registration requirements of the
Federal Act and from the registration requirements of other
applicable state securities laws. Each Limited Partner further
acknowledges that the Partnership will not and has no obliga-
tion to recognize any sale, transfer or assignment of all or
any part of
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his interest in the Partnership as a Limited Partner to any
person unless and until the provisions of Article 14 hereof
have been fully satisfied.
9.3 Nature of Investment. Each Limited Partner hereby
acknowledges that prior to his execution of this Agreement, he
has received a copy of this Agreement and a copy of the Cer-
tificate of Limited Partnership of the Partnership and that he
has examined such documents or caused such documents to be ex-
amined by his representative or attorney. Each Limited Partner
hereby further acknowledges that he or his attorney is familiar
with this Agreement, with the Certificate of Limited Partner-
ship of the Partnership, and with the Partnership's intention
to invest and reinvest its assets in such manner as the General
Partners determine, subject to the limitations hereinabove set
forth. Each Limited Partner further acknowledges that he does
not desire any further information or data relating to the
Partnership, its assets or the General Partners. Each Limited
Partner hereby acknowledges that he understands that the pur-
chase of his interest in the Partnership is a speculative in-
vestment involving a high degree of risk and does hereby repre-
sent that he has a net worth sufficient to bear the economic
risk of investing in the Partnership and to justify his invest-
ing in a highly speculative venture.
9.4 Legend on Agreement and Certificate. Each Limited
Partner hereby acknowledges and agrees that the legend reflect-
ing the restrictions imposed on the transfer of his interest in
the Partnership pursuant to Article 14 hereof, under the Fed-
eral Act and under any state securities law shall be placed on
the first page of this Agreement and on the first page of the
Certificate of Limited Partnership of the Partnership.
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ARTICLE 10
POWER OF ATTORNEY
10.1 Grant of Power. Each Limited Partner does hereby
irrevocably constitute and appoint the General Partners as his
true and lawful agents and attorneys-in-fact, in his name,
place and stead, to make, execute, consent to, swear to, ac-
knowledge, record and file:
(a) A Certificate of Limited Partnership under the
applicable laws of the State of Georgia and under the ap-
plicable laws of any other jurisdiction in which the General
Partners deem such filing to be necessary or desirable;
(b) Any and all amendments or modifications to said
Certificate which may be deemed necessary or appropriate by the
General Partners; and
(c) All certificates and other instruments which may
be required to effectuate the dissolution and termination of
the Partnership pursuant to the provisions of this Agreement.
10.2 Irrevocability of Power. It is expressly under-
stood, intended and agreed by each Limited Partner for himself,
his successors and assigns, that the grant of the power of at-
torney to the General Partners pursuant to Section 10.1 above
is coupled with an interest, is irrevocable and shall survive
the death or legal incompetency of the Limited Partner or the
assignment of his interest in the Partnership.
ARTICLE 11
BANKING AND CUSTODY OF ASSETS
The funds of the Partnership shall be kept in one or more
separate bank accounts in the name of the Partnership in such
banks or other federally insured depositories as may be
-14-<PAGE>
designated by the General Partners or shall otherwise be
invested in the name of the Partnership in such manner and upon
such terms and conditions as may be designated by the General
Partners. All withdrawals from any such bank accounts or
investments established by the Partners hereunder shall be made
on such signature or signatures as may be designated by the
General Partners. The funds and other assets of the
Partnership may also be held in an account with such brokerage
firms as may be designated by the General Partners.
ARTICLE 12
ACCOUNTING
12.1 Accounting Period. The annual accounting period of
the Partnership shall end on the last day of the calendar year.
12.2 Method of Accounting. The Partnership's books of
account shall be maintained, and its income, gains, losses, and
deductions shall be determined and accounted for, in accordance
with such method of accounting as may be adopted for the Part-
nership for federal income tax purposes, and for purposes of
this Agreement, the Partnership shall account for each and ev-
ery item of its income, gain, loss and deduction in the same
manner as it accounts for each such item for income tax pur-
poses.
12.3 Financial and Operating Statements and Tax Returns.
At the close of each taxable year of the Partnership, the Part-
nership shall have unaudited financial statements prepared and
distributed to each Partner. Such financial statements shall
reflect the results of the operations of the Partnership for
such year, the unpaid balance due on all obligations of the
Partnership, each Partner's share of the Net Profit or Net Loss
of the Partnership for such year, each Partner's
-15-<PAGE>
distributive share of all tax items of the Partnership for such
year, and all other information as may be required to enable
each Partner to prepare his federal, state and local income tax
returns in accordance with all then applicable laws, rules and
regulations. The Partnership also shall cause to be prepared
and filed all federal, state and local income tax returns
required of the Partnership for each taxable year.
12.4 Location of and Access to Books of Account. The
Partnership's books of account shall be kept at such locations
as may be designated by the General Partners, and each Partner
shall at all times have access thereto.
ARTICLE 13
ADMISSION OF PARTNERS
Except as otherwise provided in Article 14 hereof, no per-
son, firm, corporation or other entity shall be admitted to the
Partnership as either a general or a limited partner without
the consent of the General Partners.
ARTICLE 14
TRANSFER OF PARTNERSHIP INTERESTS
14.1 Transfer of Interest of Limited Partner. Each of
the Limited Partners hereby covenants and agrees that he will
not sell, assign, transfer, mortgage, pledge, encumber, hypoth-
ecate or otherwise dispose of all or any part of his interest
in the Partnership to any person, firm, corporation or other
entity without first having obtained the written consent of the
General Partners to any such proposed disposition. In the
event a Limited Partner transfers all or
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any part of his interest in the Partnership after having first
obtained such written consent, such transfer shall be valid and
effective only if the transferring Limited Partner and his
transferee:
(a) execute, acknowledge and deliver to the General
Partners such instruments of transfer and assignment as are in
form and substance satisfactory to the General Partners; and
(b) furnish to the General Partners such assurances
as they may request, including, without limitation, an opinion
of counsel, which opinion and which counsel are satisfactory to
the General Partners, that the transferring Limited Partner's
interest in the Partnership has been registered for sale under
the Securities Act of 1933, as amended, and under all ap-
plicable state securities laws, or that registration under the
Securities Act of 1933 and under all applicable state securi-
ties laws is not required.
14.2 Substituted Limited Partner.
(a) In the event a Limited Partner transfers all or
any part of his interest in the Partnership in compliance with
the provisions of Section 14.1, above, the transferee of such
Limited Partner shall have the right to become a substituted
Limited Partner of the Partnership, provided that:
(i) the transferring Limited Partner has given his
transferee such right;
(ii) the transferring Limited Partner and his trans-
feree execute and deliver such instruments as the General
Partners deems necessary or desirable to effect such sub-
stitution;
(iii) such transferee accepts and agrees in writing to
be bound by all of the terms and provisions of this Agree-
ment;
(iv) such transferee pays all reasonable expenses
connected with such substitution; and
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(v) the General Partners consent to the substitution of
such transferee as a substituted Limited Partner.
(b) A deceased Limited Partner shall be deemed to have
given his successor in interest the right to become a substituted
Limited Partner, provided such successor in interest is a member
of the class described in Section 14.5(b) hereof.
14.3 Transfer of Interest as General Partner. Each General
Partner covenants and agrees that he will not sell, assign, trans-
fer, mortgage, pledge, encumber, hypothecate or otherwise dispose
of all or any part of his interest in the Partnership as General
Partner to any person, firm, corporation or other entity without
first having obtained the unanimous written consent of all of the
Partners to any such proposed disposition.
14.4 Permitted Transfer of General Partner's Interest. In
the event a General Partner transfers full and complete ownership
of all or any portion of his interest in the Partnership as Gen-
eral Partner in compliance with the provisions of Section 14.3
above, the Partnership shall continue, and the transferee of such
interest shall be admitted to the Partnership as a General Partner
with the same interest in Partnership Net Profit or Net Loss, tax
items, capital and distributions, the same obligations with re-
spect to contributions to the capital of the Partnership, and the
same rights and obligations to participate in the management of
the Partnership, as the transferring General Partner had with re-
spect to the transferred interest in the Partnership; provided,
however, that any such transferee shall be subject to the terms
and conditions of this Agreement and shall promptly execute and
deliver to the Partnership such documents as may be necessary or
appropriate, in the opinion of counsel to the Partnership, to re-
flect such transferee's
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admission to the Partnership as a General Partner and his
agreement to be bound by all of the terms and conditions of this
Agreement.
14.5 Excepted Transfers. Notwithstanding any other provi-
sion of this Agreement to the contrary, if:
(a) the interest of a General Partner or of a Limited
Partner in the Partnership is transferred by gift, as a result of
the death or legal incompetency of a Partner, or upon distribution
to a beneficiary of a trust that is a Partner, whether such dis-
tribution is by operation of law or otherwise; and
(b) the transferee is a member of the class consisting
of:
(i) Alan S. Lorberbaum, Shirley J. Lorberbaum, or
Sylvester H. Sharpe, their descendants and any trust cre-
ated and existing for the primary benefit of one or more
such descendants;
(ii) a trust established for the primary benefit of a
spouse of a descendant of Alan S. Lorberbaum, Shirley J.
Lorberbaum, or Sylvester H. Sharpe where such spouse does
not possess a power of appointment or other power of dis-
position over the property in such trust, other than a
power exercisable only in favor of descendants of Alan S.
Lorberbaum, Shirley J. Lorberbaum or Sylvester H. Sharpe,
and where the remainder interest in such trust shall in
all events be distributed to persons or trusts described
in the immediately preceding clause (i) or to trusts de-
scribed in this clause (ii); and
(iii) upon the death of any Partner, his duly quali-
fied and acting personal representatives, provided that
all persons or trusts who are to receive any part of the
Partnership interest under the terms of such Partner's
Will or under the applicable laws of intestate succession
are persons or trusts described in clauses (i) and (ii) of
this paragraph (b),
the transfer shall be valid, whether the interest transferred
is the interest of a General Partner or of a Limited Partner,
and in either case, the transferee shall be admitted as a sub-
stituted Limited Partner on the terms and conditions of this
Article 14, but without the requirement of the consent of the
General Partners.
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14.6 Possible Termination of Marriage of a Partner. Not-
withstanding any other provision of this Agreement to the con-
trary, the interest of a Partner in the Partnership shall not
be transferred to the spouse of that Partner or to a trust for
the benefit of such spouse at any time the Partner and his
spouse are legally separated or either of them has retained
legal counsel in connection with a possible termination of
their marriage. The Partnership shall have the right, but not
the obligation, to purchase the interest of a Partner in the
Partnership for fifty percent (50%) of the capital account
then represented by such interest if such partner becomes le-
gally separated from his spouse or if such partner or his
spouse retains legal counsel in connection with the possible
termination of their marriage. The Partnership may make pay-
ment for any such interest in equal annual installments, with-
out interest, over a period not exceeding thirty (30) years.
ARTICLE 15
WITHDRAWALS
Each General Partner covenants and agrees that he will not
withdraw or retire from the Partnership except as a result of a
permitted transfer of his entire interest in the Partnership as
a General Partner pursuant to Sections 14.3, 14.4 or 14.5
hereof, and that he will carry out his duties and responsi-
bilities hereunder until the Partnership is dissolved, liqui-
dated and terminated pursuant to Article 16 hereof.
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ARTICLE 16
DISSOLUTION, LIQUIDATION AND TERMINATION OF PARTNERSHIP
16.1 Dissolving Events. The Partnership shall be dis-
solved, liquidated and terminated upon the happening of any of
the following events:
(a) The election by all of the General Partners to
terminate the Partnership;
(b) The happening of a "Defaulting Event" (as de-
fined in Section 16.2(a) hereof); or
(c) The happening of a "Disabling Event" (as defined
in Section 16.2(b) hereof), unless:
(i) there is any other acting General Partner will-
ing to continue the Partnership and to act as General
Partner; or
(ii) within the ninety (90) day period immediately
following the happening of such Disabling Event, the Lim-
ited Partners unanimously consent to continue the Partner-
ship and elect a new General Partner. Upon such consent
to continue the Partnership, the personal representative
or beneficiary of the disabled General Partner shall suc-
ceed to such Partner's interest in the Partnership in the
same manner and on the same terms as provided in Section
14.4 hereof; provided, however, that the interest of the
disabled General Partner shall thereupon be converted to
the interest of a Limited Partner in the Partnership.
16.2 Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
(a) Defaulting Event. The term "Defaulting Event"
shall mean:
(i) a general assignment by the Partnership or by a
General Partner for the benefit of creditors;
(ii) the appointment of a receiver, trustee or custo-
dian for all or any substantial part of the property and
assets of the Partnership or of a General Partner;
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(iii) the entry of an order for relief under Title XI
of the United States Code, as amended from time to time,
against the Partnership or against a General Partner, or
any other judgment or decree entered against the Partner-
ship or against a General Partner by any court of compe-
tent jurisdiction (which order or decree continues un-
stayed and in effect for a period of sixty (60) consecu-
tive days) in any involuntary proceeding against the Part-
nership or against a General Partner under present or fu-
ture federal bankruptcy laws or under any other applicable
bankruptcy, insolvency, or other laws respecting debtor's
rights; or
(iv) the commencement by the Partnership or by a Gen-
eral Partner of any voluntary proceeding under present or
future federal bankruptcy laws or under any other ap-
plicable bankruptcy, insolvency, or other laws respecting
debtor's rights.
(b) Disabling Event. The term "Disabling Event"
shall mean:
(i) the death of a General Partner; or
(ii) a determination by a court of competent juris-
diction that a General Partner is legally incompetent.
16.3 Method of Liquidation. Upon the happening of any of
the events specified in Section 16.1 above that require the
Partnership to be dissolved, liquidated and terminated, all of
the Partnership's assets shall be applied and distributed in
the following manner and in the following order of priority:
(a) To the payment of the debts and liabilities of
the Partnership and to the expenses of liquidation in the order
of priority as provided by law; then to
(b) The establishment of any reserves which the Gen-
eral Partners deem necessary for any contingent or unforeseen
liabilities or obligations of the Partnership; provided, how-
ever, that any such reserves shall be paid over to a bank or
other designated agent to be held in escrow for the purpose of
paying any such contingent or unforeseen liabilities or obliga-
tions and, at the expiration of such period as the Partners
deem advisable, of distributing the balance of such reserves in
the manner hereinafter provided in this Section; then to
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(c) The repayment of any liabilities or debts, other
than capital accounts, of the Partnership to any of the Part-
ners; then to
(d) The Partners in proportion to the positive bal-
ances, if any, then standing in their respective capital ac-
counts. 16.4 Reasonable Time for Liquidation. A reasonable
time shall be allowed for the orderly liquidation of the
Partnership's assets pursuant to Section 16.3 above in order to
minimize the losses normally attendant upon such a liquidation.
16.5 Date of Termination. The Partnership shall termi-
nate when all of its assets shall have been applied and dis-
tributed in accordance with the provisions of Section 16.3
above. The establishment of any reserves in accordance with
the provisions of Section 16.3 above shall not have the effect
of extending the term of the Partnership, but any such reserves
shall be distributed in the manner provided in such Section
upon expiration of the period of such reserve.
ARTICLE 17
GENERAL PROVISIONS
17.1 Notices. Except as otherwise specifically provided
herein, whenever any notice or other communication is required
or permitted to be given hereunder, such notice or other com-
munication shall be in writing and shall be (as elected by the
party giving such notice)
(a) delivered in person; or
(b) sent by U.S. registered or certified mail, re-
turn receipt requested, postage prepaid to the person to whom
the notice is intended to be given at the address he has previ-
ously furnished in writing to the Partnership or to his last
known address. Any notice or other
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communication delivered in person shall be deemed effectively
given when delivered, and any notice or other communication
mailed as hereinabove provided shall be deemed effectively
given on the date of mailing.
17.2 Modifications. No change or modification of this
Agreement shall be valid or binding, nor shall any term or con-
dition of this Agreement be considered waived by a Partner,
unless the change, modification or waiver is in writing and is
signed by all of the Partners. Notwithstanding the foregoing,
an amendment to this Agreement shall be valid and binding on
all Partners if its purpose is to reflect the admission of a
new Partner or the transfer of an interest in the Partnership,
and it is signed by the General Partners and, as the case may
be, the newly admitted Partner or the transferor and transferee
Partners.
17.3 Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon the Partners and their
respective legal representatives, transferees, heirs, succes-
sors and assigns.
17.4 Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdic-
tion shall, as to such jurisdiction, be ineffective to the ex-
tent of the prohibition or unenforceability without invalidat-
ing the remaining provisions hereof or affecting the validity
or enforceability of the provision in any other jurisdiction.
17.5 Arbitration.
(a) Agreement to Arbitrate. Any controversy, dis-
pute or claim arising out of or relating to this Agreement or
any transaction hereunder shall be settled by a single arbitra-
tor appointed in accordance with this Section 17.5. This
agreement to arbitrate shall be specifically enforceable under
the prevailing arbitration law of the state in which the arbi-
tration is convened.
-24-<PAGE>
(b) Procedure. The arbitration shall be conducted
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA") then in effect.
The party desiring the arbitration (the "Claimant") shall give
to the other party or parties (the "Respondent") written notice
of the Claimant's desire to arbitrate, specifying the questions
to be arbitrated and naming an arbitrator agreeable to the
Claimant. Within a reasonable time thereafter, not exceeding
thirty (30) days, the Respondent shall give in like manner
written notice, specifying any additional questions to be arbi-
trated and either agreeing to the arbitrator named by the
claimant or naming an alternate arbitrator. If the parties are
unable to agree on an arbitrator within thirty (30) days there-
after, the parties shall immediately notify the AAA and the AAA
shall appoint the arbitrator in accordance with its then exist-
ing rules for appointment of an arbitrator from the AAA's Na-
tional Panel of Commercial Arbitrators. The arbitration shall
be conducted in the state in which the Respondent is domiciled
at the time the arbitration is convened. The award rendered by
the arbitrator shall be final, and judgment may be entered upon
the award in any court having jurisdiction of the matter.
(c) Enforcement. For the purpose of enforcing any
arbitration award granted herein or enforcing any other provi-
sions or rights hereunder, the parties hereby agree and consent
to in personam jurisdiction in the courts of the State of Geor-
gia or the domicile of any party at the time of such enforce-
ment, at the selection of the person instituting such enforce-
ment.
(d) Costs. As a part of the arbitration award and
in addition to such other relief as may be granted, the pre-
vailing party in the arbitration proceeding shall be entitled
to the costs of arbitration, including reasonable attorneys'
fees as determined by the arbitrator, together with any costs,
including reasonable attorneys' fees as determined by the
court, incurred by the
-25-<PAGE>
prevailing party in court enforcement of the arbitration award
after it is rendered by the arbitrator. If any party
voluntarily dismisses a claim or counterclaim, the other party
shall be considered the prevailing party with respect to such
claim or counterclaim.
17.6 Duplicate Originals. For the convenience of the
Partners, any number of counterparts hereof may be executed,
and each such counterpart shall be deemed to be an original
instrument.
17.7 Construction. This Agreement shall be interpreted
and construed in accordance with the laws of the State of Geor-
gia. The titles of the Articles, Sections and Subsections
herein have been inserted as a matter of convenience of refer-
ence only and shall not control or affect the meaning or con-
struction of any of the terms or provisions herein.
[SIGNATURES BEGIN ON NEXT PAGE]
-26-<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed,
sealed, and delivered this Agreement effective as of the date
first above written.
GENERAL PARTNERS
ASL MANAGEMENT CORP.
/s/ Alan S. Lorberbaum
By: Alan S. Lorberbaum
Title: President
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Jeffrey Lorberbaum
JEFFREY LORBERBAUM
Signed, sealed and delivered
in my presence this 4th
day of April, 1996
/s/ James Fowler
Unofficial Witness
/s/ Cheryl W.Lindsy
Notary Public
My Commission Expires:
[Notary Public Seal]
-32-<PAGE>
/s/ Mark Lorberbaum
MARK LORBERBAUM
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ S.E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Suzanne L. Helen
SUZANNE L. HELEN
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Genny Salazer
Unofficial Witness
/s/ Ena E. Fletcher
Notary Public
My Commission Expires:
9-15-97
/s/ Sylvester H. Sharpe
SYLVESTER H. SHARPE
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria J. Gile
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
-33-<PAGE>
LIMITED PARTNERS
/s/ Alan S. Lorberbaum
ALAN S. LORBERBAUM
Signed, sealed and delivered
in my presence this 29th
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Sylvester H. Sharpe
SYLVESTER H. SHARPE
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
-34-<PAGE>
JEFFREY LORBERBAUM LIFE TRUST
/s/ Mark Lorberbaum
Mark Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Sylvester H. Sharpe
Sylvester H. Sharpe, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Barry L. Hoffman
Barry L. Hoffman, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Pamela R. Lee
Unofficial Witness
/s/ Jessie G. Foster
Notary Public
My Commission Expires:
7-22-98
-35-<PAGE>
MARK LORBERBAUM LIFE TRUST
/s/ Jeffrey Lorberbaum
Jeffrey Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 4th
day of April, 1996
/s/ Janean Fowler
Unofficial Witness
/s/ Cheryl W. Lindsey
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Sylvester H. Sharpe
Sylvester H. Sharpe, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Barry L. Hoffman
Barry L. Hoffman, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Pamela R. Lee
Unofficial Witness
/s/ Jessie G. Foster
Notary Public
My Commission Expires:
7-22-98
-36-<PAGE>
SUZANNE L. HELEN LIFE TRUST
/s/ Jeffrey Lorberbaum
Jeffrey Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 4th
day of April, 1996
/s/ Janean Fowler
Unofficial Witness
/s/ Cheryl W. Lindsey
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Sylvester H. Sharpe
Sylvester H. Sharpe, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Gloria Giles
Unofficial Witness
/s/ Diane Wade
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Barry L. Hoffman
Barry L. Hoffman, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Pamela R. Lee
Unofficial Witness
/s/ Jessie G. Foster
Notary Public
My Commission Expires:
7-22-98
-37-<PAGE>
BRIAN LORBERBAUM
ACCUMULATION TRUST
/s/ Mark Lorberbaum
Mark Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Barry L. Hoffman
Barry L. Hoffman, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Pamela R. Lee
Unofficial Witness
/s/ Jessie G. Foster
Notary Public
My Commission Expires:
7-22-98
-38-<PAGE>
LAUREN A. LORBERBAUM
ACCUMULATION TRUST
/s/ Mark Lorberbaum
Mark Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Barry L. Hoffman
Barry L. Hoffman, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ Pamela R. Lee
Unofficial Witness
/s/ Jessie G. Foster
Notary Public
My Commission Expires:
7-22-98
-39-<PAGE>
JAN ERIK HELEN
ACCUMULATION TRUST
/s/ Mark Lorberbaum
Mark Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Jeffrey Lorberbaum
Jeffrey Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 4th
day of April, 1996
/s/ Janean Fowler
Unofficial Witness
/s/ Cheryl W. Lindsey
Notary Public
My Commission Expires:
[Notary Public Seal]
-40-<PAGE>
KATHERINE N. HELEN
ACCUMULATION TRUST
/s/ Mark Lorberbaum
Mark Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 29
day of March, 1996
/s/ E. Connell
Unofficial Witness
/s/ Roberta Sabella
Notary Public
My Commission Expires:
[Notary Public Seal]
/s/ Jeffrey Lorberbaum
Jeffrey Lorberbaum, Trustee
Signed, sealed and delivered
in my presence this 4th
day of April, 1996
/s/ Janean Fowler
Unofficial Witness
/s/ Cheryl W. Lindsey
Notary Public
My Commission Expires:
[Notary Public Seal]
-41-<PAGE>
SCHEDULE
Property Fair Market
Contributed Value
General Partners
ASL Management Corp. 151,000 shares of Mohawk
Industries, Inc.
Jeffrey Lorberbaum 30,000 shares of Mohawk
Industries, Inc.
Mark Lorberbaum 30,000 shares of Mohawk
Industries, Inc.
Suzanne L. Helen 30,000 shares of Mohawk
Industries, Inc.
Sylvester H. Sharpe 10,000 shares of Mohawk
Industries, Inc.
Limited Partners
Alan S. Lorberbaum 8,024,494 shares of Mohawk
Industries, Inc.
Sylvester H. Sharpe 50,000 shares of Mohawk
Industries, Inc.
Mark Lorberbaum, Jack Sharpe 327,730 shares of Mohawk
and Barry L. Hoffman, as Industries, Inc.
trustees of the Jeffrey
Lorberbaum Life Trust
Jeffrey Lorberbaum, Jack 327,730 shares of Mohawk
Sharpe and Barry L. Hoffman, Industries, Inc.
as trustees of the Mark
Lorberbaum Life Trust
Jeffrey Lorberbaum, Jack 327,730 shares of Mohawk
Sharpe and Barry L. Hoffman, Industries, Inc.
as trustees of the Suzanne
L. Helen Life Trust
Mark Lorberbaum and Barry 72,829 shares of Mohawk
Hoffman, as trustees of the Industries, Inc.
Brian Lorberbaum Accumulation
Trust<PAGE>
Property Fair Market
Contributed Value
Mark Lorberbaum and Barry L. 72,829 shares of Mohawk
Hoffman, as trustees of the Industries, Inc.
Lauren A. Lorberbaum
Accumulation Trust
Mark Lorberbaum and Jeffrey 72,829 shares of Mohawk
Lorberbaum, as trustees of Industries, Inc.
the Jan Erik Helen Accumula-
tion Trust
Mark Lorberbaum and Jeffrey 72,829 shares of Mohawk
Lorberbaum, as trustees of Industries, Inc.
the Katherine N. Helen
Accumulation Trust
-2-
Exhibit 9
AMENDMENT TO
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of
the undersigned that the amended and restated Schedule 13D
filed on or about the date hereof with respect to the benefi-
cial ownership by the undersigned of shares of common stock,
par value $.01 per share, of Mohawk Industries, Inc. is being
filed on behalf of each of the undersigned.
Furthermore, each of the undersigned to the extent
the undersigned has not previously done so, does hereby make,
constitute and appoint Alan S. Lorberbaum, Jeffrey Lorberbaum
and S. H. Sharpe, or any of them, their true and lawful
attorneys-in-fact to execute any and all instruments in his or
her name, necessary or advisable to comply with Sections 13(d)
of the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission promulgated pursuant thereto, in connection
with his or her ownership of Common Stock, and any and all
amendments thereto and to file the same with all exhibits
thereto and other documents in connection therewith. <PAGE>
This Agreement may be executed in one or more coun-
terparts by each of the undersigned, and each of which, taken
together, shall constitute but one and the same instrument.
Date: June 26, 1996
*
ALAN S. LORBERBAUM
*
SHIRLEY LORBERBAUM
*
JEFFREY LORBERBAUM
/s/ S.H. Sharpe
S.H. SHARPE
*
MARK LORBERBAUM
*
SUZANNE L. HELEN
THE JEFFREY LORBERBAUM LIFE TRUST
By *
Mark Lorberbaum
Trustee
By/s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
- 2 -<PAGE>
THE MARK LORBERBAUM LIFE TRUST
By/s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
THE SUZANNE L. HELEN LIFE TRUST
By/s/ S.H. Sharpe
S.H. Sharpe
Trustee
By *
Barry L. Hoffman
Trustee
*
JOSEPH YARBROUGH
*
STEPHEN SHARPE
*
LYNNE MOZLEY
- 3 -<PAGE>
THE BRIAN LORBERBAUM ACCUMULATION TRUST
By *
Mark Lorberbaum
Trustee
By *
Barry L. Hoffman
Trustee
THE LAUREN A. LORBERBAUM ACCUMULATION
TRUST
By *
Mark Lorberbaum
Trustee
By *
Barry L. Hoffman
Trustee
THE KATHERINE N. HELEN ACCUMULATION
TRUST
By *
Mark Lorberbaum
Trustee
By *
Jeffrey Lorberbaum
Trustee
THE JAN ERIK HELEN ACCUMULATION TRUST
By *
Mark Lorberbaum
Trustee
- 4 -<PAGE>
By *
Jeffrey Lorberbaum
Trustee
*
BARRY L. HOFFMAN
ALADDIN PARTNERS, L.P.
By ASL Management Corporation,
a General Partner
By/s/ Alan S. Lorberbaum
Alan S. Lorberbaum
Chief Executive Officer
ASL MANAGEMENT CORPORATION
By/s/ Alan S. Lorberbaum
Alan S. Lorberbaum
Chief Executive Officer
* By/s/ S.H. Sharpe
S. H. Sharpe, as
attorney-in-fact
- 5 -
Exhibit 10
FIRST AMENDMENT OF PARTNERSHIP AGREEMENT
OF ALADDIN PARTNERS, L.P.
This First Amendment of Partnership Agreement of Aladdin
Partners, L.P. made and entered into this 16th day of April, 1996,
by and among ASL Management Corp., Jeffrey Lorberbaum, Mark
Lorberbaum, and Suzanne L. Helen, (the "General Partners")
W I T N E S S E T H, THAT:
WHEREAS, The General Partners are all of the general
partners of Aladdin Partners, L.P. (the "Partnership"), a limited
Partnership organized under the laws of Georgia;
WHEREAS, pursuant to Section 14.1 of the partnership
agreement (the "Partnership Agreement") of the Partnership the
General Partners have consented to the admission of The Lorberbaum
Children's Trust, established under an agreement dated April 11,
1996 (the "Children's Trust") the Lorberbaum Family Trust,
established under an agreement dated April 11, 1996 (the "Family
Trust") and THE S.H. SHARPE GRANDCHILDREN TRUST (the "Sharpe
Trust") as limited partners of the Partnership;
WHEREAS, the General Partners wish to amend the
Partnership Agreement to reflect (i) the transfer by Alan S.
Lorberbaum of a 47.76485% limited partnership interest to the
Children's Trust and a 35.82363% limited partnership interest to
the Family Trust and the transfer by Sylvester H. Sharpe of a
0.52083% limited partnership interest to the Sharpe Trust and (ii)<PAGE>
the admission of the Children's Trust, the Family Trust and the
Sharpe Trust as limited partners of the Partnership;
NOW, THEREFORE, the General Partners agree as follows:
From and after the effective date hereof, the first
sentence of Section 2.2 of the Partnership Agreement is hereby
amended to read as follows:
"Section 2.2. Limited Partners. The limited partners
of the Partnership and their respective percentage interests in
the Partnership as set forth opposite their names are:
PERCENTAGE
LIMITED PARTNER INTEREST
Jeffrey Lorberbaum, Mark Lorberbaum, 47.76485%
Suzanne L. Helen, Barry L. Hoffman,
and Jack Sharpe, as Trustees of the
Lorberbaum Children's Trust
Jeffrey Lorberbaum, Mark Lorberbaum, 35.82363
Suzanne L. Helen, Barry L. Hoffman,
and Jack Sharpe, as Trustees of the
Lorberbaum Family Trust
Lynne Sharpe Mozley and Stephen H. .52083
Sharpe, as Trustees of the S.H.
Sharpe Grandchildren Trust
Mark Lorberbaum, Jack Sharpe and 3.41385
Barry L. Hoffman, as trustees of
the Jeffrey Lorberbaum Life Trust
Jeffrey Lorberbaum, Jack Sharpe 3.41385
and Barry L. Hoffman, as trustees
of the Mark Lorberbaum Life Trust
Jeffrey Lorberbaum, Jack Sharpe 3.41385
and Barry L. Hoffman, as trustees
of the Suzanne Helen Life Trust
Mark Lorberbaum and Barry L. .75864
Hoffman, as trustees of the Brian
Lorberbaum Accumulation Trust
-2-<PAGE>
Mark Lorberbaum and Barry L. Hoffman, .75864
as trustees of the Lauren Lorberbaum
Accumulation Trust
Mark Lorberbaum and Jeffrey .75864
Lorberbaum, as trustees of the
Jan Erik Helen Accumulation Trust
Mark Lorberbaum and Jeffrey .75864
Lorberbaum, as trustees of the
Katherine N. Helen Accumulation
Trust
97.38542%
IN WITNESS WHEREOF, the undersigned have executed
this First Amendment Partnership Agreement of Aladdin
Partners, L.P., effective as of the date and year first
written above.
GENERAL PARTNERS
ASL MANAGEMENT CORP.
By: /s/Alan Lorberbaum
Alan Lorberbaum, Chief
Executive Officer
/s/Jeffrey Lorberbaum
Jeffrey Lorberbaum
/s/Mark Lorberbaum
Mark Lorberbaum
-3-<PAGE>
/s/Suzanne L. Helen
Suzanne L. Helen
/s/Sylvester H. Sharpe
Sylvester H. Sharpe
-4-
