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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under The Securities Exchange Act Of 1934
(Amendment No. 3)
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
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
(Name, Address And Telephone Number Of Persons
Authorized To Receive Notices And Communications)
March 13, 1998
(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/A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
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.
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CUSIP NO.: 23426R 10 8
1. Names of Reporting Persons, 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. Names of Reporting Persons, 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): [ ]
6. Citizenship or Place of Organization: Pennsylvania
7. Sole Voting Power: 18,365,822
Number of Shares 8. Shared Voting Power: N/A
Beneficially
Owned by 9. Sole Dispositive Power: 18,365,822
Each Reporting
Person 10. Shared Dispositive Power: N/A
with
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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This report is Amendment No. 3 to the statement on Schedule 13D dated August
19, 1996 originally 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"), with respect 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 and beneficially
owned by Armstrong (hereinafter, Armstrong and Enterprises are jointly referred
to as the "Reporting Persons"). The original statement on Schedule 13D
previously filed by the Reporting Persons was previously amended and restated in
its entirety pursuant to Amendment No. 1 to such statement filed by the
Reporting Persons with the Commission on April 8, 1997 and further amended by
Amendment No. 2 filed with the Commission on February 26, 1998. The statement on
Schedule 13D, as amended, is hereby amended in part as follows:
Item 4. Purpose of Transaction.
The shares of Dal-Tile Common Stock currently owned by the Reporting
Persons were acquired and are being held for investment purposes.
As previously reported, the Reporting Persons have reviewed 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 the
market for Dal-Tile's securities in particular, as well as other developments
and other investment opportunities. The Reporting Persons have concluded that
their interests would be best served by either disposing of the Dal-Tile
investment or obtaining control of Dal-Tile. Since the Reporting Persons have
been unsuccessful in obtaining control of Dal-Tile, the Reporting Persons intend
to pursue options available to them to sell their shares of Dal-Tile Common
Stock either in a private transaction or through the public markets, though they
are not precluding the possibility of acquiring additional shares should
circumstances change in the future. 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, on or after February 20, 1998, 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 Persons in order to permit the sale of such stock in a public
offering.
The Reporting Persons, by letter dated March 13, 1998, have exercised their
right to request that Dal-Tile register all the shares of Dal-Tile Common Stock
beneficially owned by the Reporting Persons in order to permit the sale of such
stock in a public offering. A copy of such request is attached hereto as
Exhibit 99.1.
Whether and when the Reporting Persons may sell their shares of Dal-Tile
Common Stock and the manner and terms of any such sales cannot be predicted at
this time. In particular, whether the public offering occurs and, if so, the
timing of such public offering and the price of the Dal-Tile Common Stock to be
sold in such public offering will be determined by the
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Reporting Persons, in consultation with the underwriter for such public offering
based upon a number of factors, including then-existing market conditions, the
market price for Dal-Tile's Common Stock, the availability of alternatives to a
public offering (such as a privately negotiated transaction), Dal-Tile's
financial condition, results of operations and prospects, general economic and
industry conditions and all other relevant factors.
The Reporting Persons are continuing to consider their options with respect
to their current right to designate three directors of Dal-Tile following the
resignations of the Reporting Persons' three designated representatives on Dal-
Tile board of directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons, by letter dated March 13, 1998, have exercised their
right, as provided in the Shareholders Agreement, to request that Dal-Tile
register all the shares of Dal-Tile Common Stock beneficially owned by the
Reporting Persons in order to permit the sale of such stock in a public
offering. A copy of such request is attached hereto as Exhibit 99.1.
Item 7. Material to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ---------- -------
<S> <C>
99.1 Letter dated March 13, 1998 from the Reporting Persons to the
issuer requesting that the issuer register all the shares of
the issuer's common stock beneficially owned by the Reporting
Persons in order to permit the sale of such stock in a public
offering.
</TABLE>
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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. 3 to
Schedule 13D is true, complete and correct.
DATE: March 13, 1998 ARMSTRONG ENTERPRISES, INC.
By: /s/ David D. Wilson
---------------------------
David D. Wilson,
Vice President and Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Frank A. Riddick, III
---------------------------
Frank A. Riddick, III,
Senior Vice President, Finance and Chief
Executive Officer
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Exhibit 99.1
March 13, 1998
Mr. Jacques Sardas,
Chief Executive Officer
Dal-Tile International Inc.
7834 Hawn Freeway
P.O. Box 17130
Dallas, Texas 75217
Re: Request for Registration of Registrable Securities pursuant to that
certain Shareholders Agreement dated as of December 29, 1995, by and
among Dal-Tile International, Inc. (the "Company"), AEA Investors,
Inc. ("AEA") and Armstrong World Industries, Inc. ("AWI"), Armstrong
Enterprises, Inc. ("AEI") and Armstrong Cork Finance Corporation
("ACF"), as amended by Letter Agreement dated as of July 15, 1996, by
and among the Company, AEA, for itself and DTI Investors LLC, AWI, AEI
-----------------------
and ACF (the "Shareholders Agreement")
--------------------------------------
Dear Jack:
Pursuant to Section 5.1(a) of the Shareholders Agreement, AWI, on behalf of
the AWI Parties, hereby requests the registration under the Securities Act of
18,365,822 shares of Registrable Securities, representing all of the Registrable
Securities held by the AWI Parties. (Capitalized terms used but not defined in
this letter have the meanings ascribed to them in the Shareholders Agreement.)
We anticipate that such securities will be offered at a range of $8.00 to $12.00
per share, although that range could obviously change depending on market
conditions and other factors.
We are currently contemplating an underwritten offering of the Company's
Common Stock and an offering of DECS--Debt Exchangeable into Common Stock.
Obviously, the registration process will require a cooperative effort.
Therefore, we request that a working group meeting be scheduled as soon as
possible to develop a time and responsibility schedule for these offerings.
Please have your attorneys contact Vince Deluzio at Buchanan Ingersoll (412-562-
8947) to schedule this work-group meeting.
Thank you in advance for your attention to this matter. Our present
intention is to go to market with these offerings as soon as practicable and
there is, obviously, much to be done between now and then. We appreciate your
assistance in making these offerings successful.
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Mr. Jacques Sardas -2- March 13, 1998
Please do not hesitate to contact me if you have any questions regarding this
request.
Sincerely,
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Frank A. Riddick, III
-----------------------------------
Frank A. Riddick, III,
Senior Vice President,
Finance and Chief Financial Officer
cc: Federick H. Fogel, Esq.
Christine J. Smith, Esq.
Deborah K. Owen, Esq.
Vincent C. Deluzio, Esq.
