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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mohawk Industries, Inc.
(Name of Issuer)
Shares of Common Stock, par value $.01 per share
(Title of Class of Securities)
608190104
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
608190104 |
| 1 | NAMES OF REPORTING PERSONS Blavin & Company, Inc. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | Zero | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | |||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | Zero | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| Zero | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(B)
2
CUSIP No. |
608190104 |
| 1 | NAMES OF REPORTING PERSONS Paul W. Blavin |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | Zero | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | |||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | Zero | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| Zero | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(B)
3
CUSIP No. |
608190104 |
| 1 | NAMES OF REPORTING PERSONS Michael Spalter |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | Zero | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | |||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | Zero | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| Zero | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| IN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(B)
4
SCHEDULE 13G
This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Blavin &
Company, Inc., a Delaware corporation (“BCI”), Mr. Paul W. Blavin and Mr. Michael Spalter, the
principals of BCI (together, with BCI, “the Reporting Persons”), relating to shares of Common Stock
of Mohawk Industries, Inc., a Delaware corporation (the “Issuer”).
This Schedule 13G is being filed to report that institutional clients for which BCI acts as
investment adviser no longer own any shares of the Issuer’s Common Stock and as a result the
Reporting Persons no longer beneficially own the Issuer’s Common Stock.
Item 1(a) Name of Issuer.
Mohawk Industries, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
160
South Industrial Blvd. Calhoun, GA 30701.
Item 2(a) Name of Person Filing.
Blavin & Company, Inc. (“BCI”), Paul W. Blavin, and Michael Spalter as principals
for BCI.
Item 2(b) Address of Principal Business Office.
7025 N. Scottsdale Road, Suite 230, Scottsdale, Arizona 85253.
Item 2(c) Place of Organization.
BCI is a corporation organized under the laws of the State of Delaware. Paul W.
Blavin and Michael Spalter are the principals of BCI and are United States citizens.
Item 2(d) Title of Class of Securities.
Common Stock, par value $.01 per share (the “Common Stock”).
Item 2(e) CUSIP Number.
608190104
5
Item 3 Reporting Person.
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). The person filing is not listed in Items 3(a) through 3(j). | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
| (e) | þ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||||
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F). | ||||
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813. | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3). |
||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box.
Item 4 Ownership.
The Reporting Persons own 0 shares of Common Stock.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
6
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits Exhibit 1
Joint Filing Agreement dated February 17, 2009, between BCI, Paul W. Blavin and
Michael Spalter.
7
SIGNATURE
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.
| Date: February 17, 2009 | BLAVIN & COMPANY, INC. |
|||
| By: | /s/ Paul Blavin | |||
| Paul W. Blavin | ||||
| Chairman and Chief Executive Officer | ||||
| /s/ Paul Blavin | ||||
| Paul W. Blavin | ||||
| /s/ Michael Spalter | ||||
| Michael Spalter | ||||
8
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
Exhibit 1
|
Joint Filing Agreement dated February 17, 2009, between BCI, Paul W. Blavin and Michael Spalter. |
9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Common Stock, par value $.01 per
share, of Mohawk Industries, Inc., and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2009.
| BLAVIN & COMPANY, INC. |
||||
| By: | /s/ Paul Blavin | |||
| Paul W. Blavin | ||||
| Chairman and Chief Executive Officer | ||||
| /s/ Paul Blavin | ||||
| Paul W. Blavin | ||||
| /s/ Michael Spalter | ||||
| Michael Spalter | ||||