EXHIBIT 99.2
[LOGO OF MOHAWK]
Instructions for Voting Your Proxy
Stockholders of record have three ways to vote their proxies:
o through the Internet (using a browser);
o by telephone (using a touch-tone telephone); and
o by mail (traditional method).
Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
INTERNET VOTING - Available only until 5:00 p.m. Eastern time, on _______, 2002.
o Visit the Internet voting website at http://proxy.georgeson.com.
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o Enter the COMPANY NUMBER and CONTROL NUMBER shown below, and follow the
instructions on your screen
o You will incur only your usual Internet charges.
TELEPHONE VOTING - Available only until 5:00 p.m. Eastern time, on _____, 2002.
o This method of voting is available for residents of the United States, Canada
and Puerto Rico.
o On a touch-tone phone, call TOLL FREE _____________, 24 hours a day, 7 days
a week.
o You will be asked to enter ONLY the CONTROL NUMBER shown below.
o Have your proxy card ready; then follow the prerecorded instructions.
o Your vote will be confirmed and cast as you directed.
VOTING BY MAIL
o Simply mark, sign and date your proxy card and return it in the postage-paid
envelope.
o If you are voting by the Internet or telephone, please do not mail your proxy
card.
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COMPANY NUMBER CONTROL NUMBER
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
PROXY
MOHAWK INDUSTRIES, INC.
CALHOUN, GEORGIA
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Mohawk Industries, Inc., a Delaware
corporation ("Mohawk"), hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and the related joint proxy statement-prospectus and
hereby appoints Jeffrey S. Lorberbaum and John D. Swift, and each of them,
proxies, with full power of substitution and resubstitution, for and in the name
of the undersigned, to vote all shares of Mohawk common stock which the
undersigned held of record on _____________, 2002, at the Special Meeting of
Stockholders to be held on ____________, 2002 at _____ _.m. local time, at
______________________, and at any adjournments or postponements thereof. The
affirmative vote of a majority of the shares represented at the meeting may
authorize the adjournment or postponement of the meeting; provided, however,
that no proxy which is voted against Proposal 1 will be voted in favor of any
adjournments or postponements to solicit further proxies for such proposal.
1. Approval of the issuance of Mohawk Common Stock in the merger
contemplated by the Agreement and Plan of Merger, dated as of
November 19, 2001, by and among Mohawk, Maverick Merger Sub, Inc. and
Dal-Tile International Inc., as it may be amended from time to time.
|_| FOR |_| AGAINST |_| ABSTAIN
2. In their discretion, the proxies are authorized to vote upon any motion
submitted to a vote of the stockholders to adjourn or postpone the
special meeting to another time and place for the purpose of soliciting
additional proxies.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may be incident to the conduct of the special meeting or any
adjournments or postponements thereof.
This proxy card, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder, but if no direction is made,
this proxy will be voted for approval of the issuance of the shares of Mohawk
common stock pursuant to the Agreement and Plan of Merger.
Please sign exactly as name appears on this proxy card. When shares
are held by joint tenants, both must sign. When signing as attorney-in-fact,
executor, administrator, personal representative, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
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Signature
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Signature, if held jointly
Dated: __________________, 2002
IF YOU VOTE BY MAIL, PLEASE MARK, DATE, SIGN AND RETURN
THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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