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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under The Securities Exchange Act Of 1934
(Amendment No. 4)
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
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notice and Communications)
with a copy to:
Deborah K. Owen
c/o Armstrong World Industries, Inc.
313 West Liberty Street
P.O. Box 3001
Lancaster, PA 17604-3001
(717) 397-0611
June 25, 1998
(Date Of Event Which Requires Filing Of This Statement)
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.
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
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CUSIP NO.: 23426R 10 8
1. Name of Reporting Persons, 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: Not Applicable
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: 8,015,822
Number of Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each Reporting 9. Sole Dispositive Power: 8,015,822
Person
with 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,015,822
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [__]
13. Percent of Class Represented by Amount in Row (11): 15.0%
14. Type of Reporting Person (See Instructions): CO
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CUSIP NO.: 23426R 10 8
1. Name of Reporting Persons, 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: Not Applicable
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2 (e): [ ]
6. Citizenship or Place of Organization: Pennsylvania
7. Sole Voting Power: 8,015,822
Number of Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each Reporting 9. Sole Dispositive Power: 8,015,822
Person
with 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,015,822
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [__]
13. Percent of Class Represented by Amount in Row (11): 15.0%
14. Type of Reporting Person: CO
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This Amendment No. 4 to the statement on Schedule 13D dated August 19,1996
and filed with the Securities and Exchange Commission (the "Commission") by
Armstrong World Industries, Inc. ("Armstrong"), a Pennsylvania corporation, and
Armstrong Enterprises, Inc., a Vermont corporation and a wholly-owned subsidiary
of Armstrong ("Enterprises"), relates to shares of common stock, $0.01 par value
per share (the "Common Stock"), of Dal-Tile International Inc. ("Dal-Tile") held
of record by Enterprises which may be deemed to be beneficially owned by
Armstrong (hereinafter, Armstrong and Enterprises are jointly referred to as the
"Reporting Persons"). The Statement on Schedule 13D was amended and restated in
its entirety by Amendment No. 1 filed with the Commission on April 8, 1997, and
was amended by Amendment No. 2 filed with the Commission on February 26, 1998
and Amendment No. 3 filed by with the Commission on March 13, 1998. Except as
expressly amended by this Amendment No. 4, the statement on Schedule 13D, as
heretofore amended, shall remain unchanged and in full force and effect.
Item 4. Purpose of Transaction.
The Reporting Persons sold 10,350,000 shares of the Common Stock in an
registered secondary offering on June 25, 1998. This sale was in furtherance of
the Reporting Persons' previously stated intention to dispose of their
investment in Dal-Tile. After the sale, the Reporting Persons beneficially
own 8,015,822 shares of Common Stock or 15% of the Common Stock outstanding.
The Reporting Persons hold the remaining shares of Common Stock for investment
purposes; however, the Reporting Persons continue to believe that their
interests would best be served by disposing of their Dal-Tile Common Stock in
either private transactions or through the public markets and the Reporting
Persons will continue to look for opportunities to do so on acceptable terms.
Pursuant to the terms of that certain Shareholders Agreement dated as of
December 29, 1995 between and among Dal-Tile, AEA Investors, Inc., the managing
member of the beneficial owner of a majority of Dal-Tile's outstanding Common
Stock, DTI Investors, LLC, each of the Reporting Persons and Armstrong Cork
Finance company (the "Shareholders Agreement"), as amended by that certain
letter agreement between and among the parties to the Shareholders Agreement and
DTI dated as of July 15, 1996, the Reporting Persons have the right to make up
to two requests to Dal-Tile in any twelve month period for the registration
under the Securities Act of 1933, as amended, of the Dal-tile Common stock owned
by the Reporting Person in order to permit the sale of such stock in a public
offering. In connection with the secondary offering referred to above, the
Reporting Persons entered into an Underwriting Agreement, which is described in
more detail in Item 6, below, which contains certain restrictions on the ability
of the Reporting Persons to dispose of shares of Common Stock prior to September
23, 1998.
Whether and when the Reporting Person may sell their shares of Common
Stock and the manner and terms of any such sales cannot be predicted at this
time.
The Reporting Persons are continuing to consider their options with respect
to their current right to designate one director of Dal-Tile following the
resignations of their designated representatives on the Dal-Tile board of
directors.
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Item 5. Interest in Securities of the Issuer.
The Reporting Persons beneficially own 8,015,822 shares of Common Stock
representing a 15% ownership interest in Dal-Tile.
(a) In computing the percentage of ownership of Common Stock for the
purposes of this Amendment to Schedule 13D, the Reporting Persons have relied on
Dal-Tile's Quarterly Report on Form 10-Q for the quarterly period ended April 3,
1998 in which Dal-Tile reported that there were 53,435,101 shares of Common
Stock outstanding as of the end of the quarterly period. As of the date hereof,
Enterprises is the record owner of 8,015,822 shares of Common Stock which, based
upon the number of shares of Dal-Tile Common Stock reportedly outstanding,
amounts to 15% 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 8,015,822 shares of
Common Stock.
(b) Enterprises has the sole power to vote and dispose of all shares of
Dal-Tile Common Stock owned by it. Armstrong, as sole shareholder of
Enterprises, may also be deemed to have the sole power to vote and dispose of
such shares.
(c) On July 1, 1998, the Reporting Persons completed the disposition of
10,350,000 shares of Dal-Tile Common Stock, representing 19.4% of the
outstanding common shares of Dal-Tile, in a registered secondary offering
pursuant to demand registration rights contained in Article V of the
Shareholders Agreement. The shares of Common Stock were sold to Morgan Stanley
& Co. Incorporated, Lazard Frres & Co. LLC and Smith Barney Inc. as
representatives for the several underwriters (the "Underwriters"). The shares
were sold to the Underwriters at a purchase price of $8.075 per share with a
price to the public of $8.500 per share.
(d) To the knowledge of the Reporting Persons, 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 Dal-Tile Common Stock beneficially
owned by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with the secondary offering of Dal-Tile Common Stock referred
to in Item 4, above, the Reporting Persons entered into an Underwriting
Agreement dated June 25, 1998 with Morgan Stanley & Co. Incorporated, Lazard
Frres & Co. LLC and Smith Barney Inc. as representatives of the several
underwriters named therein (the "Underwriting Agreement"). Pursuant to the
Underwriting Agreement, the Reporting Persons agreed that, without the prior
written consent of Morgan Stanley & Co. Incorporated, they will not, during a
period ending 90 days after June 25, 1998, (i) offer, pledge, loan, sell,
contract to sell, sell any option or contract to purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (whether such
shares or any securities are
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then owned by such person or are thereafter acquired directly from the Company),
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of the ownership of the
Common Stock, whether any such transaction described in clause (i) or (ii) of
this paragraph is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise, or (iii) make any demand for, or exercise any
right with respect to, registration of any shares of Common Stock or any
securities convertible into, or exercisable or exchangeable for, Common Stock.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Exhibit
99.2 Underwriting Agreement dated June 25, 1998 by and among
Armstrong World Industries, Inc., Armstrong Enterprises,
Inc., Morgan Stanley & Co. Incorporated, Lazard Frres & Co.
LLC and Smith Barney Inc. as representatives of the several
underwriters named therein, is incorporated herein by
reference from Amendment No. 2 to the Registration Statement
on Form S-3 of Dal-Tile International Inc. filed June 23,
1998 (Commission File No. 333-51235) wherein it appeared as
Exhibit 1.2.
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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. 2 to
Schedule 13D is true, complete and correct.
DATE: July 20, 1998 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
Financial Officer
