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

MOHAWK INDUSTRIES, INC.

Delaware		01 13697		52-1604305
(State or Other		(Commission File		(IRS Employer
Jurisdiction of Incorporation)		Number)		Identification No.)

160 South Industrial Blvd., Calhoun, Georgia		30701
(Address of Principal Executive Offices)		(Zip Code)

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

(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 (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.17R 240.13e-4(c))

 

 

Item 8.01 Other Events.

On March 15, 2010, Mohawk Industries, Inc., issued a press release announcing that it has commenced a tender offer to purchase for cash up to $200,000,000 aggregate principal amount of its outstanding 6.50% senior notes due 2011 (CUSIP No. 608190AG9 and ISIN No. US608190AG93). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated March 15, 2010.

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.

INDEX TO EXHIBITS

Exhibit

99.1.		Press release dated March 15, 2010.

Exhibit 99.1

Mohawk Announces Cash Tender Offer
For Up To $200,000,000 Aggregate Principal Amount
Of Its Outstanding 6.50% Senior Notes Due 2011

     Calhoun, Georgia, March 15, 2010 — Mohawk Industries, Inc. (NYSE: MHK) announced today that it has commenced a tender offer (the “Offer”) to purchase for cash up to $200,000,000 aggregate principal amount (the “Tender Cap”) of its outstanding 6.50% senior notes due 2011 (the “Notes”) (CUSIP No. 608190AG9 and ISIN No. US608190AG93).

     The Offer will expire at 11:59 p.m., New York City time, on Friday, April 9, 2010, unless extended (the “Expiration Date”). Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on Friday, March 26, 2010, unless such date is extended, will be entitled to receive $1,035.00 for each $1,000 principal amount of Notes accepted for payment, which amount includes an early tender payment of $35.00 per $1,000 of Notes accepted for payment. Holders who validly tender their Notes after such time but on or prior to the Expiration Date will receive $1,000.00 for each $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid interest up to, but not including, the settlement date will be paid in cash on all Notes accepted for purchase. The settlement date is expected to be on or about April 12, 2010.

     If the aggregate principal amount of Notes validly tendered at or prior to the Expiration Date and not validly withdrawn pursuant to the Offer exceeds the Tender Cap, and we accept Notes for purchase pursuant to the Offer, we will accept such Notes on a pro rata basis (with adjustments downward to avoid the purchase of Notes in a principal amount other than in integral multiples of $1,000).

     Mohawk may amend, extend or, subject to certain conditions, terminate the tender offer. The Offer to Purchase dated March 15, 2010 and the related Letter of Transmittal set forth a complete description of the terms and conditions of the tender offer. Holders are urged to read the Offer to Purchase and Letter of Transmittal carefully before making any decision with respect to the Offer. The Offer to Purchase and related Letter of Transmittal were distributed to holders beginning March 15, 2010.

     Banc of America Securities LLC is serving as the dealer manager for the Offer. Questions about the Offer should be directed to Banc of America Securities LLC, toll-free at (888) 292-0070 or (980) 388-9217 (collect), attention: Debt Advisory Services. The information agent for the Offer is D.F. King & Co. Inc. Requests for additional sets of the Offer materials may be directed to D.F. King & Co. Inc., by calling toll-free at (800) 769-4414 or (212) 269-5550 (collect) for banks and brokers.

     This press release is not an offer to purchase or a solicitation for consent in any state or jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. The Offer is only made pursuant to the terms of the Offer to Purchase dated March 15, 2010.

     Mohawk is a leading supplier of flooring for both residential and commercial applications. Mohawk offers a complete selection of broadloom carpet, ceramic tile, laminate, wood, stone,

vinyl, rugs and other home products. These products are marketed under the premier brands in the industry, which include Mohawk, Karastan, Ralph Lauren, Lees, Bigelow, Columbia, Century, Dal-Tile, American Olean and Quick-Step. Mohawk’s unique merchandising and marketing assist our customers in creating the consumers’ dream. Mohawk provides a premium level of service with its own trucking fleet and over 250 local distribution locations.

     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; raw material and energy costs; timing and level of capital expenditures; integration of acquisitions; rationalization of operations; claims; litigation and other risks identified in Mohawk’s SEC reports and public announcements.