The merger, which was unanimously approved by the boards of both companies, is subject to stockholder approval at each company, regulatory approvals and other customary closing conditions.

The cash portion of the transaction will be financed through a combination of existing Mohawk credit facilities and new debt. The company estimates that the transaction will be complete in the first quarter of 2002.

Jeffrey S. Lorberbaum, Mohawk president and CEO, said two people designated by Dal-Tile would likely be named to the Mohawk board and the Dal-Tile operating management team would be left intact.