0000851968-13-000046.txt : 20130408 0000851968-13-000046.hdr.sgml : 20130408 20130408171333 ACCESSION NUMBER: 0000851968-13-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130403 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130408 DATE AS OF CHANGE: 20130408 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13697 FILM NUMBER: 13749006 BUSINESS ADDRESS: STREET 1: 160 S INDUSTRIAL BLVD STREET 2: PO BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30701 BUSINESS PHONE: 678-355-5814 MAIL ADDRESS: STREET 1: P O BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30703 8-K 1 mhk-tilexform8xkclosingoft.htm 8-K MHK-Tile-Form8-KClosingofTransaction


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
______________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 8, 2013 (April 3, 2013)
______________________________________

MOHAWK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
______________________________________

Delaware 
(State or other Jurisdiction of Incorporation or Organization)
0113697
(Commission File Number)
52-1604305
(I.R.S. Employer Identification No.)

160 South Industrial Blvd.
Calhoun, Georgia 30701
(Address of principal executive offices) (Zip Code)

(706) 629-7721
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communication pursuant to Rule 425 under Securities Act (17 CFR 230.425)o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c))
 
 





Item 2.01 Completion of Acquisition or Disposition of Assets
On April 3, 2012, pursuant to the terms of the purchase agreement dated December 20, 2012, by and between Mohawk Industries, Inc. (the “Company”), its subsidiary, Mohawk International Holdings (DE) Corporation (“Purchaser”), LuxELIT S.á r.l., a Luxembourg limited liability company, and Finceramica S.p.A., an Italian corporation (collectively the “Sellers”), an assignee of Purchaser, Marazzi Acquisition S.r.l., acquired all of the outstanding shares of Fintiles S.p.A., an Italian corporation from the Sellers for a purchase price of approximately $1.5 billion paid with a combination of cash and common stock of the Company (the “Transaction”).
A copy of the press release announcing the closing of the Transaction is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits
99.1
Press Release of Mohawk Industries, Inc., issued on April 3, 2013.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mohawk Industries, Inc.


Dated: April 8, 2013
By: /s/ James T. Lucke
Name: James T. Lucke    
Title: Vice President, General Counsel    and Secretary








INDEX TO EXHIBITS
Exhibit
99.1
Press Release of Mohawk Industries, Inc., issued on April 3, 2013.



EX-99.1 2 marazziclosingpressrelease.htm MARAZZI CLOSING PRESS RELEASE Marazzi Closing Press Release
EXHIBIT 99.1


NEWS RELEASE
    
For Release:                Immediately            
Contact:             Frank H. Boykin, Chief Financial Officer (706) 624-2695
    

MOHAWK INDUSTRIES, INC. COMPLETES PURCHASE
OF MARAZZI GROUP

CALHOUN, Ga., April 3, 2013 -- Mohawk Industries, Inc. (NYSE: MHK) today announced that it has completed the acquisition of the Marazzi Group for approximately $1.5 billion with a combination of cash and equity giving Mohawk the leading position in worldwide ceramic tile. The Marazzi Group is a global leader in ceramic tile with worldwide brand recognition and 2012 revenues of about €858 million. Marazzi operates manufacturing facilities in Russia, the United States and Western Europe and sells to more than 100 countries around the world. Marazzi manufactures all types of tile including glazed ceramic, glazed porcelain, technical tile and color body porcelain.
In commenting on the closing, Jeffrey S. Lorberbaum, Mohawk's Chairman and CEO, stated, “The Marazzi acquisition continues the expansion of Mohawk's global business and will make us an even stronger company. Marazzi's innovative products, leading-edge designs, efficient manufacturing and excellent service have created one of the industry's most valuable brands. With the combination, we have many opportunities to improve our ceramic performance by leveraging best practices, operational expertise, product innovation and manufacturing assets across the enterprise.”
Marazzi holds the number one position in the Russian ceramic market through a unique model that optimizes its total supply chain from manufacturing to distribution to retail. In the U.S., the combined manufacturing expertise, design capabilities and distribution systems of Marazzi and Mohawk will satisfy all residential and commercial requirements. In Europe, Marazzi has maintained its innovation and design leadership throughout the cycle and improved efficiency aligning its capacity to the market.  Additional investments are planned to further grow sales, enhance design capabilities and improve efficiency.
Lorberbaum said, “The addition of Marazzi will allow us to expand our U.S. distribution, source ceramic tile from our worldwide base, and provide industry leading innovation and design to all of our global ceramic customers. With our solid financial position, manufacturing and distribution expertise, and international participation in all flooring categories, Mohawk is positioned for long term growth to maximize shareholder value."
Certain of the statements in the immediately preceding paragraphs, particularly anticipating future performance, business prospects, growth and operating strategies and similar matters and those that include the words “could,” “should,” “believes,” “anticipates,” “expects,” and “estimates,” or similar expressions constitute “forward-looking statements.” For those statements, Mohawk claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. There can be no assurance that the forward-looking statements will be accurate because they are based on many assumptions, which involve risks and uncertainties. The following important factors could cause future results to differ: changes in economic or industry conditions; competition; inflation in raw material prices and other input costs; energy costs and supply; timing and level of capital expenditures; timing and implementation of price increases for the Company's products; impairment charges; integration of acquisitions; international operations; introduction of new products; rationalization of operations; tax, product and other claims; litigation; and other risks identified in Mohawk's SEC reports and public announcements.

ABOUT MOHAWK

Mohawk is a leading supplier of flooring for both residential and commercial applications. Mohawk provides a complete selection for all markets of carpet, ceramic tile, laminate, wood, stone, vinyl and rugs. These products are marketed under the premier brands in the industry including Mohawk, Karastan, Lees, Bigelow, Durkan, Mohawk Home, Daltile, American Olean, Unilin, Pergo and Quick-Step. Mohawk's international presence includes operations in Australia, Brazil, China, Europe, Malaysia, Mexico and Russia.