-----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, QeIjLqeL552TiGc6DsoPTO4K3XQldDqpjkW53b3bMou7j09CQfVZWUE+PDce1LQk 8n1apr05eAIImO8y5dc/Ew== /in/edgar/work/20000628/0000931763-00-001629/0000931763-00-001629.txt : 20000920 0000931763-00-001629.hdr.sgml : 20000920 ACCESSION NUMBER: 0000931763-00-001629 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHAWK INDUSTRIES INC CENTRAL INDEX KEY: 0000851968 STANDARD INDUSTRIAL CLASSIFICATION: [2273 ] IRS NUMBER: 521604305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13697 FILM NUMBER: 662629 BUSINESS ADDRESS: STREET 1: 160 S INDUSTRIAL BLVD STREET 2: PO BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30701 BUSINESS PHONE: 7066297721 MAIL ADDRESS: STREET 1: P O BOX 12069 CITY: CALHOUN STATE: GA ZIP: 30703 10-K/A 1 0001.txt AMENDMENT #1 TO THE FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [Mark One] [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the transition period from Commission File Number to 01-19826 MOHAWK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 52-1604305 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) P.O. Box 12069, 160 S. Industrial Blvd., Calhoun, Georgia 30701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (706) 629-7721 Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered ------------------- ----------------------------------------- Common Stock, $.01 par value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. [_] The aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant (26,856,924 shares) on June 23, 2000 was $562,316,846. The aggregate market value was computed by reference to the closing price of the Common Stock on such date. Number of shares of Common Stock outstanding as of June 28, 2000: 53,123,536 shares of Common Stock, $.01 par value. Exhibit Index starts on sequentially numbered page 4. 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, thereunto duly authorized. Mohawk Industries, Inc. Dated: June 28, 2000 By: /s/ DAVID L. KOLB ------------------------------------------------- David L. Kolb, Chairman of the Board and Chief Executive Officer Dated: June 28, 2000 /s/ JOHN D. SWIFT -------------------------------------------------- John D. Swift, Chief Financial Officer, Vice President-Finance and Assistant Secretary (principal financial and accounting officer) 2 Item 14.Exhibits Financial Statements Schedules and Reports on 8-K ---------------------------------------------------------- (a) 3. Exhibits Exhibit 23.3 Independent Auditors' Consent ------------ Exhibit 99.1 Mohawk Carpet Corporation Retirement Savings Plan ------------ Independent Auditors' Report Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998 Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 1999 Notes to the Financial Statements Schedule of Assets Held for Investment Purposes as of December 31,1999 3 Exhibit Index Exhibit Number Description ------ ------------------------------------------------------- Exhibit 23.3 Independent Auditors' Consent ------------ Exhibit 99.1 Mohawk Carpet Corporation Retirement Savings Plan ------------ Independent Auditors' Report Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998 Statement of Changes in Net Assets Available for Plan Benefits for the Year ended December 31, 1999 Notes to the Financial Statements Schedule of Assets Held for Investment Purposes as of December 31,1999 4 EX-23.3 2 0002.txt INDEPENDENT AUDITOR'S CONSENT Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Mohawk Industries, Inc.: We consent to the incorporation by reference in the registration statement (No. 33-87998) on form S-8 for the Mohawk Carpet Corporation Retirement Savings Plan of Mohawk Industries, Inc. of our report dated May 12, 2000, relating to the statements of net assets available for plan benefits of the Mohawk Carpet Corporation Retirement Savings Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the year ended December 31,1999 and related supplemental schedule, which report appears in the December 31, 1999 Annual report on form 10k/A Amendment No. 1 of Mohawk Industries, Inc. /s/ KPMG LLP Atlanta, Georgia June 28, 2000 5 EX-99.1 3 0003.txt FINANCIALS Exhibit 99.1 The Administrator Mohawk Carpet Corporation Retirement Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Mohawk Carpet Corporation Retirement Savings Plan ("Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for plan benefits for the year ended December 31, 1999 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP. - ----------------- Atlanta, Georgia May 12, 2000 6 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1999 and 1998
1999 1998 ------------------- ------------------- Assets: Investments (notes 3 and 4): Mutual funds, at fair value $ 77,751,684 34,799,216 Guaranteed investment contracts, at contract value - 36,585,191 Mohawk Industries, Inc. common stock, at fair value 18,619,828 17,111,270 Money market funds, at cost 61,154,948 194,825 Loans to participants, at cost 8,387,633 2,686,268 ------------------- ------------------- Total investments 165,914,093 91,376,770 Accrued investment income - 300,701 Contributions receivable from employer 472,185 253,002 Contributions receivable from participants 1,393,040 779,265 Receivable from American Rug Craftsman 401(k) Savings Plan (note 7) 3,301,969 - Receivable from American Weaver Retirement Plan (note 7) 964,642 - ------------------- ------------------- Total assets 172,045,929 92,709,738 Liabilities - accounts payable - 407,255 ------------------- ------------------- Net assets available for plan benefits $ 172,045,929 92,302,483 =================== ===================
See accompanying notes to financial statements. 7 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1999 Additions: Investment income: Interest and dividends $ 7,942,620 Net depreciation in fair value of investments: Mutual funds (291,040) Mohawk Industries, Inc. common stock (850,912) --------------- Net investment income 6,800,668 Contributions from employer 5,210,668 Contributions from participants 16,266,393 Transfers from other plans (note 7) 65,031,097 --------------- Total additions 93,308,826 --------------- Deductions: Participants' benefits 13,510,275 Administrative expenses 55,105 --------------- Total deductions 13,565,380 --------------- Increase in net assets available for plan benefits 79,743,446 Net assets available for plan benefits at beginning of year 92,302,483 --------------- Net assets available for plan benefits at end of year $ 172,045,929 ===============
See accompanying notes to financial statements. 8 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed by the Plan in preparing its financial statements. (a) Basis of Presentation The records of the Plan are maintained on the cash basis of accounting. The accompanying financial statements of the Mohawk Carpet Corporation Retirement Savings Plan (the "Plan") have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (b) Investments Investments in mutual funds and common stock are stated at fair value based on quoted market prices or as determined by Scudder Kemper Investments (Trustee). Investments in money market funds and loans to participants are stated at cost which approximate fair value. Securities transactions are accounted for on a trade date basis. Investments in guaranteed investment contracts are payable on demand and are recorded at contract value, which approximates fair value. The contractual interest rates and crediting interest rates ranged from 6.0% to 7.5% at December 31, 1998. Guaranteed investment contracts are renegotiated at current rates available from insurance companies annually on April 1. There were no investments in guaranteed investment contracts for the year ended December 31, 1999. Realized and unrealized investment gains and losses are included in net appreciation (depreciation) in fair value of investments in the statement of changes in net assets available for plan benefits. (2) Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan and covers all employees of Mohawk Carpet Corporation (the "Company"), a wholly owned subsidiary of Mohawk Industries, Inc. The Plan provides for retirement savings to qualified active participants through both participant 9 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 and employer contributions and is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees are eligible to participate in the Plan at the beginning of a calendar month after completing one year of service. The Plan is administered by an Administrative Committee appointed by the Company. The Administrative Committee is responsible for the control, management, and administration of the Plan and the assets held in trust at Scudder Kemper Investments for the period from March 1, 1999 to December 31, 1999 and SunTrust Bank for the period from January 1, 1999 to March 1, 1999 and the year ended December 31, 1998, respectively. (b) Contributions Contributions to the Plan are made by both participants and the Company. Participants may contribute a maximum of 16% of their gross compensation, subject to certain limitations. Participants may allocate their contributions in multiples of 1% to various investment funds of the Plan. The employer makes a 50% matching contribution up to the first 4% of each participant's gross compensation contributed to the Plan. The terms of the Plan also provide for discretionary employer profit sharing contributions to the Mohawk Stock Fund for plan participants employed on the last day of the plan year or terminated during the plan year on account of death, disability, or retirement. The Company amended the Plan effective January 1, 2000 to match an additional $0.25 for every $1.00 of employee contributions in excess of 4% up to a maximum of 6%. (c) Participant Accounts Each participant's account is credited with their contribution for the period as well as the employer's matching contribution and an allocation of any employer profit sharing contribution. Investment income, realized gains/losses, employer profit sharing contributions, and the change in unrealized appreciation or depreciation on plan investments are credited to participants' accounts monthly based on the proportion of each participant's account balance to the total account balance within each investment fund at the beginning of the month. Participant accounts may be invested in one or more of the investment funds available under the Plan at the direction of the participant. The Plan provides for monthly valuation of accounts. Current investment funds available within the Plan include the following: 10 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 Investment Fund Fund Objective --------------- -------------- Scudder Stable Value Fund: To provide fixed rate of return for a fixed period of time. Money in this fund is invested in investment contracts, money market securities and treasury bills. PIMCO Total Return Fund: To provide the opportunity for higher earnings than the stable value fund. Money in this fund is invested primarily in intermediate term, high-quality, fixed income securities. Scudder Balanced Fund: To provide capital growth and current income while minimizing the risk of principal loss associated with common stocks by investing in a changing mix of seasoned stocks and investment grade bonds. Kemper-Dreman High- To provide long-term capital growth through Return Equity Fund: investing in large capitalization stocks in undervalued sectors of the stock market. Scudder S&P 500 Index Fund: To track the performance of the Standard and Poor's 500 Composite Stock Price Index, which emphasizes stocks of large U.S. companies. Baron Asset Fund: To provide long-term capital growth through investing in the stocks of small- and medium- sized companies with undervalued assets. Scudder International Fund: To provide long-term capital growth through a flexible policy of investing in stocks and debt obligations of companies and governments outside the U.S. Mohawk Stock Fund: To provide capital appreciation through the ownership of Mohawk Industries shares. 11 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (d) Distributions to Participants Upon termination of employment, the participant's account shall be distributed in a lump-sum cash payment as soon as administratively practicable, unless the participant elects otherwise. A participant may elect to receive his distribution in approximate equal installments over a period designated by the participant, not to exceed the lesser of 15 years or the life expectancy of the last survivor of the participant and his beneficiary. Under the terms of the Plan, participants may make hardship withdrawals from their accounts upon furnishing proof of hardship as specified in the Plan agreement. Participants may also borrow the lesser of $50,000 or 50% of the value of their accounts subject to limitations provided by the Plan. Loans must be paid back to the Plan generally within four years of the loan date. Amounts due to participants who have withdrawn from the Plan but have not been paid at December 31, 1999 and 1998 totaled $7,498 and $657,537, respectively. (e) Vesting Participants are immediately vested in their contributions and the Company's matching and discretionary contributions and the income earned on such contributions. (f) Administrative Expenses Certain administrative expenses of the Plan are paid by the Company. These costs include legal, accounting, and certain administrative fees. (3) Transactions with Parties-In-Interest At December 31, 1999 and 1998, the Plan held investments in trust funds and money market accounts sponsored by the trustee with current values of $136,030,055 and $29,701,669, respectively. The Plan also held investments in 747,855 and 406,801 shares of Mohawk Industries, Inc. common stock at December 31, 1999 and 1998, respectively. 12 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (4) Investments In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters ("SOP 99-3"). SOP 99-3 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ending December 31, 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs is not presented in the Plan's 1999 financial statements. The Plan's 1998 financial statements have been reclassified to conform with the current year's presentation. The following investments represent 5% or more of the Plan assets at December 31, 1999 and 1998:
1999 1998 -------------- -------------- Mutual funds: STI Capital Growth Fund $ -- 29,506,844 Scudder Balanced Fund 13,388,084 -- Scudder S&P 500 Index Fund 10,297,656 -- Kemper-Dreman High-Return Equity Fund 47,720,992 -- Guaranteed investment contracts: CNA Insurance Guaranteed Investment Contracts -- 6,247,618 New York Life Guaranteed Investment Contract -- 6,710,388 John Hancock Life Guaranteed Investment Contract -- 5,352,065 Life of Virginia Guaranteed Investment Contract -- 10,747,605 Mohawk Industries, Inc. common stock 18,619,828 17,111,270 Money market fund - Scudder Stable Value Fund 61,154,948 194,825 Loans to participants 8,387,633 2,686,268
All of the Plan's investments are held by a party-in-interest to the Plan. (5) Income Tax Status The Internal Revenue Service made a favorable ruling on the application for determination of qualification submitted by the Company in September 1995. The Plan has been amended since receiving the determination letter and the Plan has filed an application for an updated determination letter. The administrative committee of the Plan is not aware of any course of action or series of events that might adversely affect the Plan's qualification under Section 401(a) of the Internal Revenue Code, and under which the Plan would be subject to tax under present income tax law. 13 MOHAWK CARPET CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (6) Plan Termination While it is the Company's intention to continue the Plan indefinitely, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the Plan agreement. (7) Plan Mergers During 1999, the assets of the following plans were merged with the Plan: Aladdin Retirement Savings Plan, Galaxy Carpet Mills, Inc. Deferred Income Retirement Plan, World Carpets, Inc. Savings and Retirement Plan, Multitex Employee Retirement Savings Plan, and William Barnett & Son, Inc. Employees Profit Sharing and 401(k) Savings Plan. In 1999, the plan sponsor elected to merge the American Rug Craftsmen 401(k) Savings Plan and the American Weaver Retirement Plan with the Plan. The assets from these plans represent the receivables of $3,301,969 and $964,642, respectively, and were received by the Plan in January 2000. 14 Schedule 1 MOHAWK INDUSTRIES 401(K) Schedule of Assets Held for Investment Purposes December 31, 1999
Current Identity of the issue Description of investments value - ------------------------------------------------- ---------------------------------------- ---------------- Mutual funds: PIMCO Total Return Fund 173,009 mutual fund units $ 1,712,786 Scudder Balanced Fund* 633,006 mutual fund units 13,388,084 Scudder S&P 500 Index Fund 251,101 mutual fund units 10,297,656 Scudder International Fund* 49,030 mutual fund units 3,468,375 Kemper-Dreman High-Return Equity* 1,779,306 mutual fund units 47,720,992 Baron Asset Fund 19,802 mutual fund units 1,163,791 Mohawk Industries, Inc.* - common stock 747,855 shares of common stock 18,619,828 Money Market Fund - Scudder Stable Value Fund* Money Market Fund 61,154,948 Loans to participants (1) 8,387,633 ---------------- Total $ 165,914,093 ================
* Scudder Kemper Investments, Trustee, and Mohawk Industries, Inc. are parties-in-interest to the Plan. (1) Loans are consummated at a fixed rate (then current prime rate plus 1%) for terms up to four years or 20 years for residence. Interest rates range from 7% to 10% on loans outstanding. See accompanying independent auditors' report 15 -----END PRIVACY-ENHANCED MESSAGE-----