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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act Of 1934
(Amendment No. 1)*
Dal-Tile International Inc.
(Name Of Issuer)
Common Stock, $0.01 par value per share
(Title Of Class Of Securities)
23426R 10 8
(CUSIP Number)
Frank A. Riddick, III David D. Wilson
c/o Armstrong World Industries, Inc. c/o Armstrong Enterprises, Inc.
313 West Liberty Street 313 West Liberty Street
P.O. Box 3001 P.O. Box 3001
Lancaster, PA 17604-3001 Lancaster, PA 17604-3001
(717) 397-0611 (717) 397-0611
(Name, Address And Telephone Number Of Person
Authorized To Receive Notices And Communications)
March 31, 1997
(Date Of Event Which Requires Filing Of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
* 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 disclosures provided in a prior cover period.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 (the "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).
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CUSIP No. 23426R 10 8
1. Name of Reporting Person, S.S. or I.R.S. Identification Nos. of Above
Persons:
Armstrong Enterprises, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) [ X ]
(b)
3. SEC Use Only
4. Source of Funds: WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): [__]
6. Citizenship or Place of Organization: Vermont
7. Sole Voting Power: 18,365,822
Number of Shares
Beneficially 8. Shared Voting Power: N/A
Owned by
Each Reporting 9. Sole Dispositive Power: 18,365,822
Person
with 10. Shared Dispositive Power: N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,365,822
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [__]
13. Percent of Class Represented by Amount in Row (11): 34.4%
14. Type of Reporting Person (See Instructions): CO
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CUSIP No. 23426R 10 8
1. Name of Reporting Person, S.S. or I.R.S. Identification Nos. of Above
Persons:
Armstrong World Industries, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) [ X ]
(b)
3. Sec Use Only
4. Source of Funds: AF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2 (e): [ ]
Citizenship or Place of Organization: Pennsylvania
7. Sole Voting Power: 18,365,822
Number of Shares
Beneficially 8. Shared Voting Power: N/A
Owned by
Each Reporting 9. Sole Dispositive Power: 18,365,822
Person
with 10. Shared Dispositive Power: N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,365,822
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [__]
13. Percent of Class Represented by Amount in Row (11): 34.4%
14. Type of Reporting Person: CO
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The Schedule 13D previously filed by the Reporting Persons (as hereinafter
defined) is amended and restated to read in its entirety as follows:
Item 1. Security and Issuer.
This report is Amendment No. 1 to the Schedule 13D filed by Armstrong
Enterprises, Inc. ("Enterprises"), a Vermont corporation, and Armstrong World
Industries, Inc., a Pennsylvania corporation ("Armstrong") (collectively the
"Reporting Persons"), on August 27, 1996, with respect to shares of common
stock, $0.01 par value per share (the "Common Stock"), of Dal-Tile International
Inc. ("Dal-Tile"). Dal-Tile's principal executive office is located at 7834
Hawn Freeway, Dallas, Texas 75217. Information regarding each of the Reporting
Persons is set forth below.
Item 2. Identity and Background.
(a) Enterprises is a wholly owned subsidiary of Armstrong. By virtue of its
control of Enterprises, Armstrong may be deemed to have beneficial ownership of
shares of Dal-Tile Common Stock beneficially owned by Enterprises.
(b) - (c) Enterprises' principal business is to act as a direct subsidiary
holding company for certain investments of Armstrong. Enterprises' principal
executive offices are located at 128 Prim Road, P.O. Box 545, Colchester,
Vermont 05446.
Armstrong is a manufacturer and marketer of branded products and services
that are distinguished by design and/or function for use in finishing the
interiors of residential and commercial buildings worldwide. Those products
include: floor covers, ceilings and adhesives. Armstrong also manufactures and
markets certain industrial products, including insulation and gasketing
materials. As more fully described in this Amendment, Armstrong also has a
minority interest in Dal-Tile. Armstrong's principal executive offices are
located at 313 West Liberty Street, P.0, Box 3001, Lancaster, Pennsylvania
17604-3001.
(d) - (e) Neither Enterprises nor Armstrong has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither Enterprises nor Armstrong has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the purchase by Enterprises of an additional
851,875 shares of Dal-Tile Common Stock (the "Shares") since the initial
Schedule 13D was filed by the Reporting Persons. The dates on which such Shares
were purchased, the number of shares purchased on such dates and the purchase
prices for such Shares is set forth on Schedule A hereto. The Shares were
acquired pursuant to an agreement between Dal-Tile, AEA Investors, Inc., and DTI
Investors LLC, a Delaware limited liability company ("DTI Investors") on the one
hand, and Enterprises, Armstrong, and Armstrong Cork Finance Corporation, a
Delaware corporation
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("ACFC"), on the other hand, dated July 15, 1996 (the "Agreement"). The source
of funds for the aggregate $15,000,163 paid by Enterprises for the Shares
pursuant to the Agreement was funds available from working capital.
Item 4. Purpose of Transaction.
The shares of Dal-Tile Common Stock currently owned by Enterprises,
including the Shares, were acquired and are being held for investment purposes.
Enterprises and Armstrong intend, from time to time, to review their investment
in Dal-Tile on the basis of various factors, including Dal-Tile's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for Dal-Tile's
securities in particular, as well as other developments and other investment
opportunities. Based upon such review, Enterprises and Armstrong will take such
actions in the future as Enterprises and Armstrong may deem appropriate in light
of the circumstances existing from time to time. Enterprises or Armstrong may,
from time to time, purchase additional Common Stock in open market transactions,
in privately negotiated transactions, or otherwise. As a result of such
purchases, Enterprises and/or Armstrong may acquire control of Dal-Tile.
Similarly, Enterprises or Armstrong may determine to dispose of some or all of
Dal-Tile's securities currently owned by it or otherwise acquired by it, either
in the open market (subject to applicable legal restrictions), or in registered
or private transactions. Neither Enterprises nor Armstrong presently has any
plans or intentions to acquire additional Dal-Tile securities. The foregoing is
subject in its entirety to the terms of the Shareholders Agreement described in
Item 6 below.
Except as set forth above, neither Enterprises nor Armstrong has any plans
or proposals which relate to, or would result in, any of the actions enumerated
in Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) In computing the percentage of ownership of Common Stock for the
purposes of this Amendment to Schedule 13D, Enterprises and Armstrong have
relied on Dal-Tile's Annual Report on Form 10-K for the year ended December 31,
1996, in which Dal-Tile reports that there are 53,435,101 shares of Common Stock
outstanding. As of the date hereof, Enterprises is the beneficial owner of
18,365,822 shares of Common Stock, or 34.4% of the outstanding Common Stock of
Dal-Tile. For purposes of Rule 13d-3 of the Exchange Act, Armstrong, as the sole
shareholder of Enterprises, may also be deemed the beneficial owner of such
18,365,822 shares of Common Stock.
Of the 18,365,822 shares of Common Stock beneficially owned by Enterprises
(i) 16,799,661 shares were acquired upon the consummation of the business
combination of Dal-Tile and American Olean Tile Company, Inc., a Pennsylvania
corporation, on December 29, 1995 (giving effect to the recapitalization of Dal-
Tile), (ii) 714,286 shares were acquired on August 19, 1996 by direct placement
pursuant to the Agreement, and (iii) 851,875 shares were acquired in open market
transactions between November 22, 1996 and April 2, 1997, as more fully
described on Schedule A hereto.
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(b) Enterprises has the sole power to vote and dispose of the Shares.
Armstrong, as sole shareholder of Enterprises, may also be deemed to have the
sole power to vote and dispose or the Shares.
(c) Except as described on Schedule A hereto, neither Enterprises nor
Armstrong has effected any transactions in the Common Stock of Dal-Tile during
the past sixty (60) days.
(d) To the knowledge of Enterprises and Armstrong, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by
Enterprises and Armstrong.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to a Shareholders Agreement dated as of December 29, 1995 (the
"Shareholders Agreement") among Dal-Tile and AEA Investors, Inc. ("AEA") (the
obligations of which were assumed by DTI Investors pursuant to the Agreement),
on the one hand, and Armstrong, Enterprises and ACFC on the other hand, each of
DTI Investors and Armstrong agreed to vote shares of Dal-Tile Common Stock owned
or controlled by it to effectuate the provisions of the Shareholders Agreement,
including the election as directors of Dal-Tile of (i) six individuals
designated by DTI Investors, (ii) three individuals designated by Armstrong, and
(iii) the chief executive officer of Dal-Tile. Acting pursuant to the
Shareholders Agreement, DTI Investors and Armstrong have sufficient voting power
to control the election of directors. The right and obligation of DTI Investors
and Armstrong to designate directors is subject to change in certain events
described in the Shareholders Agreement.
The Shareholders Agreement also contains provisions (i) granting to the
parties thereto, in certain circumstances, demand and piggyback registration
rights under the Securities Act of 1933, as amended, with respect to the Common
Stock of Dal-Tile held by them, and (ii) prohibiting DTI Investors and
Armstrong, without the consent of the other, from acquiring or proposing to
acquire additional shares of Common Stock until the earlier to occur of (x) the
third anniversary of the initial public offering of Dal-Tile's Common Stock, and
(y) the sale by DTI Investors or Armstrong (or Armstrong's subsidiaries,
including Enterprises) of 25% or more of the Common Stock owned by DTI
Investors or Armstrong and its subsidiaries, as the case may be, as of December
29, 1995.
Under the Shareholders Agreement, Dal-Tile and its subsidiaries are
prohibited from engaging in, without the approval of a majority (including at
least one Armstrong designee) of the Board of Directors of Dal-Tile, any sale or
transfer to a third party, by merger or otherwise (in one transaction or a
series of related transactions), of any subsidiary of Dal-Tile or assets of Dal-
Tile which involves more than 20% of the total assets of the Dal-Tile and its
subsidiaries, taken as a whole on a cumulative basis, excluding, however, such
dispositions in the ordinary course of business (including, but not limited to,
sales of inventory and finished goods), and excluding the sale of all or
substantially all of the stock or assets of Dal-Tile.
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The foregoing summary of certain provisions of the Shareholders Agreement
is qualified by reference to the Shareholders Agreement, a copy of which is
attached hereto as Exhibit 2 and is incorporated by reference herein.
Except for the Shareholders Agreement described above, neither Enterprises
nor Armstrong has any contract, arrangement, understanding or relationship with
any person with respect to the Common Stock of Dal-Tile.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. - Joint Filing Agreement..... Incorporated by reference from
Exhibit 1 to Schedule 13D filed by
Armstrong and Enterprises on August
27, 1996.
Exhibit 2. - Shareholders Agreement..... Incorporated by reference from
Exhibit 10.6 to Dal-Tile's Annual
Report on Form 10-K filed for fiscal
year ended December 31, 1995.
Exhibit 3. - Agreement.................. Incorporated by reference from
Exhibit 10.17 to Amendment No. 2 to
Dal-Tile's Registration Statement on
Form S-1 filed August 8, 1996.
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SIGNATURE
The undersigned, after reasonable inquiry and to the best of its knowledge
and belief, certifies that the information set forth in this Amendment No. 1 to
Schedule 13D is true, complete and correct.
DATE: April 7, 1997 ARMSTRONG ENTERPRISES, INC.
By: /s/ David D. Wilson
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David D. Wilson,
Vice President and Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Frank A. Riddick, III
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Frank A. Riddick, III,
Senior Vice President, Finance and Chief
Executive Officer
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SCHEDULE A
OPEN MARKET PURCHASES
OF DAL-TILE COMMON STOCK
<TABLE>
<CAPTION>
NUMBER OF PRICE
SHARES PER SETTLEMENT
TRADE DATE PURCHASED SHARE DATE
<S> <C> <C> <C>
11/22/96 25,000 $20.250 11/27/96
11/25/96 33,000 20.250 11/29/96
11/26/96 100,000 20.500 12/02/96
12/02/96 100,000 21.000 12/05/96
02/27/97 1,000 17.875 03/04/97
02/28/97 21,100 18.000 03/05/97
02/28/97 100,000 17.750 03/05/97
03/04/97 10,000 17.750 03/07/97
03/06/97 5,000 17.875 03/11/97
03/06/97 10,000 17.750 03/11/97
03/20/97 5,000 18.875 03/25/97
03/20/97 2,400 18.750 03/25/97
03/20/97 2,600 18.625 03/25/97
03/21/97 200 18.750 03/26/97
03/25/97 400 18.750 03/31/97
03/31/97 354,900 15.750 04/03/97
04/01/97 81,000 15.625 04/04/97
04/02/97 275 15.500 04/07/97
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TOTAL 851,875
</TABLE>
