-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PlEOFQ4m5EIyy0+hHVkDFitE6YnnNNrLChwV73Re3kr8FghSrGijiPDR8i9VHaDN zAt5z8lzd1oGjR9RsXlkeQ== 0000898822-96-000219.txt : 19960629 0000898822-96-000219.hdr.sgml : 19960629 ACCESSION NUMBER: 0000898822-96-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960627 SROS: NASD GROUP MEMBERS: ALADDIN PARTNERS, L.P. GROUP MEMBERS: ASL MANAGEMENT CORPORATION GROUP MEMBERS: BARRY L. HOFFMAN GROUP MEMBERS: JEFFREY LORBERBAUM GROUP MEMBERS: JOSEPH YARBROUGH GROUP MEMBERS: LORBERBAUM ALAN S GROUP MEMBERS: LYNNE MOZLEY GROUP MEMBERS: MARK LORBERBAUM GROUP MEMBERS: S.H. SHARPE GROUP MEMBERS: SHIRLEY LORBERBAUM GROUP MEMBERS: STEPHEN SHARPE GROUP MEMBERS: SUZANNE L. HELEN GROUP MEMBERS: THE BRIAN LORBERBAUM ACCUMULATION TRUST GROUP MEMBERS: THE JAN ERIK HELEN ACCUMULATION TRUST GROUP MEMBERS: THE JEFFREY LORBERBAUM LIFE TRUST GROUP MEMBERS: THE KATHERINE N. HELEN ACCUMULATION TRUST GROUP MEMBERS: THE LAUREN A. LORBERBAUM ACCUMULATION TRUST GROUP MEMBERS: THE MARK LORBERBAUM LIFE TRUST GROUP MEMBERS: THE SUZANNE L. HELEN LIFE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOHAWK INDUSTRIES INC CENTRAL INDEX KEY: 0000851968 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 521604305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43681 FILM NUMBER: 96586387 BUSINESS ADDRESS: STREET 1: 160 S INDUSTRIAL BLVD CITY: CALHOUN STATE: GA ZIP: 30701 BUSINESS PHONE: 7066297721 MAIL ADDRESS: STREET 1: P O BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LORBERBAUM ALAN S CENTRAL INDEX KEY: 0001017260 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ALADDIN MILLS STREET 2: 2001 ANTIOCH ROAD CITY: DALTON STATE: GA ZIP: 30721 BUSINESS PHONE: 7062771100 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 3 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) 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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- 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- 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- 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- (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- 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- 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- 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- 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- 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- 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- (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- 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 -33- 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- 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- 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- 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- 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- 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- 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- (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- 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- 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- 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- 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- SCHEDULE I -46- 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- 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- -------------------- (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- (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- 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- (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- EX-99 2 EXHIBIT 8 Exhibit 8 ALADDIN PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT March 29, 1996 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) 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) 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) 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) 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. 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- 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- 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- "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. -5- 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- 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- 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- 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. -9- 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 -10- 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. -11- 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 -12- 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. -13- 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- 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- 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 -16- 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 -17- (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 -18- 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. -19- 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. -20- 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; -21- (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 -22- (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 -23- 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- (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- 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- 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- /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- 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- 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- 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- 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- 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- 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- 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- 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- 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 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- EX-99 3 EXHIBIT 9 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. 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 - 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 - 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 - 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 - EX-99 4 EXHIBIT 10 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) 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- 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- /s/Suzanne L. Helen Suzanne L. Helen /s/Sylvester H. Sharpe Sylvester H. Sharpe -4- -----END PRIVACY-ENHANCED MESSAGE-----