<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dal-Tile International Inc.
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(NAME OF ISSUER)
Common Stock, $0.01 par value share
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(TITLE OF CLASS OF SECURITIES)
23426R 10 8
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(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 Lancaster, PA 17604
(717) 396-3566 (717) 396-3566
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 19, 1996
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(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 [_].
Check the following box if a fee is being paid with this statement [ x ]. (A
---
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(continued on the following pages)
<PAGE>
1 NAMES 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
(SEE INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2 (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Vermont
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by
Each Reporting Person 17,513,947
With
8 SHARED VOTING POWER
N/A
9 SOLE DISPOSITIVE POWER
17,513,947
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,513,947
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES 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
(SEE INSTRUCTIONS) (a)
(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
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by
Each Reporting Person 17,513,947 (See Item 5)
With
8 SHARED VOTING POWER
N/A
9 SOLE DISPOSITIVE POWER
17,513,947 (see Item 5)
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
17,513,947 (see Item 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33% (see Item 5)
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER:
This statement relates 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.
ITEM 2. IDENTITY AND BACKGROUND:
(a) This statement is being filed on behalf of Armstrong Enterprises, Inc.
("Enterprises"), a Vermont corporation, and Armstrong World Industries, Inc., a
Pennsylvania corporation ("Armstrong"). Enterprises is a wholly-owned subsidiary
of Armstrong. By virtue of its control over Enterprises, Armstrong may be deemed
to have beneficial ownership of any and all shares of Common Stock of Dal-Tile
beneficially owned by Enterprises.
(b) - (c) Enterprises' principal business is to act as a direct subsidiary
holding company for certain investments of Armstrong; its principal office and
principal place of business is located at 128 Prim Road, P.O. Box 545,
Colchester, Vermont 05446. The name, business address and occupation of each
executive officer and director of Enterprises is set forth on Schedule A hereto
and incorporated by reference herein.
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. They include:
resilient floors, ceramic tile, ceilings, adhesives and insulation. Armstrong
also manufactures and markets gasketing materials for the automotive market.
Armstrong's principal office and principal place of business is 313 West Liberty
Street, P.O. Box 3001, Lancaster, Pennsylvania 17604-3001. The name, business
address and occupation of each executive officer and director of Armstrong is
set forth on Schedule B hereto and incorporated by reference herein.
(d) - (e) Neither Enterprises, Armstrong, nor any person identified in this
Item 2 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Neither Enterprises,
Armstrong, nor any person identified in this Item 2 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.
(f) See Schedule A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This statement relates to the purchase by Enterprises of 714,286 shares of
Common Stock (the "Shares") in a direct placement simultaneous with Dal-Tile's
initial public offering. The purchase price for the Shares was $14.00 per
share, which was also the initial offering price for the Common Stock. The
Shares were acquired pursuant to an agreement between Dal-Tile, AEA Investors
Inc. ("AEA Investors"), DTI Investors LLC, on the one hand, and Armstrong,
Enterprises, and Armstrong Cork Finance Corporation, a
<PAGE>
Delaware corporation ("ACFC"), on the other hand, dated July 15, 1996 (the
"Agreement"). The source of funds for the aggregate $10,000,004 paid by
Enterprises for the Shares was funds available from working capital.
The Agreement also provides that during the 270-day period following the
first to occur of (i) the closing of the sale of Common Stock to the U.S.
Underwriters pursuant to the exercise of their over-allotment option and (ii)
the expiration of such option, Armstrong or one or more of its subsidiaries will
purchase, from time to time, additional Common Stock in open market transactions
at then prevailing market prices having an aggregate purchase price (exclusive
of brokerage commissions) of $15,000,000 in connection therewith ("Open Market
Purchases").
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Dal-Tile Common Stock owned by Enterprises, including the
Shares, are being held for investment purposes and when combined with the Open
Market Purchases, and/or any other purchases, may result in acquiring control of
Dal-Tile. Enterprises and Armstrong, from time to time, intend to review
Enterprises' 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 acquire Common Stock or other securities of Dal-
Tile either in the open market or in privately negotiated transactions.
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
privately negotiated transactions. Neither Enterprises nor Armstrong presently
has any plans or intentions to acquire additional Dal-Tile securities, other
than the Open Market Purchases described in Item 3 above or as disclosed in Item
4 hereof. 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 Schedule 13D, Enterprises and Armstrong have relied upon Dal-
Tile's 424B4 Prospectus, with respect to the Registration Statement on Form S-1
(No. 333-5069), filed on August 14, 1996, in which Dal-Tile reports that
immediately following consummation of the initial public offering and the
private placement to Enterprises, there are 53,118,758 shares of Common Stock
outstanding. As of the date hereof, Enterprises is the beneficial owner of
17,513,947 shares of Common Stock, or 33% of the outstanding Common Stock of
Dal-Tile. For purposes of Rule 13d-3 of the Securities Exchange Act of 1934 (the
"Exchange Act"), Armstrong, as sole shareholder of Enterprises, may also be
deemed the beneficial owner of such 17,513,947 shares of Common Stock. To the
knowledge of
<PAGE>
Enterprises and Armstrong, no Common Stock is beneficially owned by any of the
persons named in either Schedule A or Schedule B.
Of the 17,513,947 shares of Common Stock beneficially owned by
Enterprises (i) 16,799,661 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) and (ii) 714,286 were acquired on August 19, 1996 by direct placement
pursuant to the Agreement.
(b) Enterprises has the sole power to vote, direct the vote, dispose or
direct the disposition of the Shares. Armstrong, as sole shareholder of
Enterprises, may also be deemed to have the sole power to vote, direct the vote,
dispose or direct disposition of the Shares.
(c) Neither Enterprises nor Armstrong has effected any transactions in the
Common Stock of Dal-Tile during the past sixty (60) days, other than disclosed
above.
(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, AEA Investors, Inc. (now DTI
Investors), Armstrong, Enterprises and ACFC, each of DTI Investors and Armstrong
agreed to vote its 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 (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. If
DTI Investors and Armstrong otherwise act in concert, they may have sufficient
voting power to decide the results of other matters submitted to a vote of
stockholders. The rights and obligation of DTI Investors and Armstrong to
designate directors are subject to change in the event of certain circumstances,
more particularly described in the Shareholders Agreement.
The Shareholders Agreement also contains provisions (A) providing for
registration rights under certain circumstances under the Securities Act, and
(B) prohibiting the parties from acquiring additional shares of Common Stock
(other than the Open Market Purchases) until the earlier to occur of (x) the
fourth anniversary of the initial public offering 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 the DTI Investors or Armstrong and its
subsidiaries, as the case may be, as of December 31, 1995.
Pursuant to the Shareholders Agreement, Dal-Tile or any of its subsidiaries
is prohibited from engaging in, without the approval of a majority of the Board
of Directors (including at least one Armstrong designee),
<PAGE>
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
company 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.
The foregoing description is a summary of certain provisions of the
Shareholders Agreement, which is attached hereto as Exhibit II and is
incorporated by reference herein in its entirety.
Except for the Shareholders Agreement, described above, and the Agreement,
described in Item 3 hereof, 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 I - Joint Filing Agreement ......... Filed herewith
Exhibit II - 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 III - Agreement....................... Incorporated by reference
from Exhibit 10.17 to
Amendment #2 to Dal-Tile's
Registration Statement on
Form S-1 filed August 8,
1996
SIGNATURE
The undersigned, after reasonable inquiry and to the best of its knowledge
and belief, certifies that the information set forth in this statement on
Schedule 13D is true, complete and correct.
DATE: August 26, 1996 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
<PAGE>
SCHEDULE A
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ARMSTRONG ENTERPRISES, INC.
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Directors: The following is a list of all Directors of Armstrong
---------
Enterprises, Inc. and certain other information with respect to each Director.
Unless otherwise indicated, each director's business address is 313 West Liberty
Street, P.O. Box 3001, Lancaster, PA 17604. All directors are United States
citizens:
<TABLE>
<S> <C>
Name: E. Allen Deaver
Principal Occupation: Executive Vice President of Armstrong World
Industries, Inc.
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
Name: Larry A. Pulkrabek
Principal Occupation: Senior Vice President, Secretary and General
Counsel of Armstrong World Industries, Inc.
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
Name: Robert A. Sills
Principal Occupation: Director, Taxes of Armstrong
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
</TABLE>
A-1
<PAGE>
<TABLE>
<S> <C>
Name: Kathryn A. Westover
Business Address: Harborside Professional Building, 128 Prim Road,
P.O. Box 545, Colchester, Vermont 05446
Principal Occupation: President of Alternative Risk Management and
Consulting, Inc.
Name, principal business Alternative Risk Management and Consulting, Inc.,
and address of an insurance industry consulting services.
corporation or other Harborside Professional Building
organization on which 128 Prim Road, P.O. Box 545
employment is conducted: Colchester, Vermont 05446
Name: David D. Wilson
Principal Occupation: Assistant Secretary and Associate General Counsel,
Legal Affairs of Armstrong
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
</TABLE>
Executive Officers: The following is a list of all executive officers of
------------------
Armstrong Enterprises, Inc. Unless otherwise indicated, each officer's business
address is 313 West Liberty Street, P.O. Box 3001, Lancaster, PA 17604, which
address is Armstrong World Industries, Inc.'s business address. All executive
officers are United States citizens:
E. Allen Deaver, President of Enterprises, is employed as Executive Vice
- ---------------
President of Armstrong
Frank A. Riddick, III, Executive Vice President, is employed as Senior Vice
- ---------------------
President, Finance and Chief Executive Officer of Armstrong
Bruce A. Leech, Jr., Vice President of Enterprises, is employed as Controller of
- -------------------
Armstrong
Larry A. Pulkrabek, Vice President and Assistant Secretary of Enterprises, is
- ------------------
employed as Senior Vice President, Secretary and General Counsel of Armstrong
Robert A. Sills, Vice President of Enterprises, is employed as Director, Taxes
- ---------------
of Armstrong
Edward R. Case, Treasurer of Enterprises, is employed as Vice President and
- --------------
Treasurer of Armstrong
David D. Wilson, Vice President and Secretary of Enterprises, is employed as
- ---------------
Assistant Secretary and Associate General Counsel, Legal Affairs of Armstrong
A-2
<PAGE>
Kathryn A. Westover, Assistant Secretary and Assistant Treasurer of Enterprises,
- -------------------
is employed as President of Alternative Risk Management and Consulting, Inc.,
which provides insurance industry consulting services and whose business address
is Harborside Professional Building, 128 Prim Road, P.O. Box 545, Colchester,
Vermont 05446.
A-3
<PAGE>
SCHEDULE B
ARMSTRONG WORLD INDUSTRIES, INC.
- --------------------------------
Directors: The following is a list of all Directors of Armstrong World
---------
Industries, Inc. and certain other information with respect to each Director.
All directors are United States citizens:
<TABLE>
<S> <C>
Name: H. Jesse Arnelle
Business Address: One Market Plaza, Spear Street Tower, 39th Floor,
San Francisco, CA 94105-2432
Principal Occupation: Senior Partner, Arnelle, Hastie, McGee, Willis &
Greene
Name, principal business Arnelle, Hastie, McGee, Willis & Greene, a San
and address of Francisco based corporate law firm.
corporation or other One Market Plaza
organization on which Spear Street Tower, 39th Floor
employment is conducted: San Francisco, CA 94105-2432
Name: Donald C. Clark
Business Address: 135 S. LaSalle Street, Suite 2248, Chicago, IL
60603
Principal Occupation: Former Chairman of the Board, Household
International, Inc.
Name, principal business Household International, Inc.
and address of 135 S. LaSalle Street, Suite 2248
corporation or other Chicago, IL 60603
organization on which
employment is conducted:
</TABLE>
B-1
<PAGE>
<TABLE>
<S> <C>
Name: George A. Lorch
Business Address: 313 West Liberty Street, P.O. Box 3001, Lancaster,
PA 17604
Principal Occupation: Chairman, President and Chief Executive Officer of
Armstrong World Industries, Inc.
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
313 West Liberty Street
P.O. Box 3001
Lancaster, PA 17604
Name: Van C. Campbell
Business Address: One Riverfront Plaza, Mail Stop: HQ-E2, Corning,
NY 14831
Principal Occupation: Vice Chairman, Corning Incorporated
Name, principal business Corning Incorporated, glass and ceramic products
and address of manufacturer and marketer.
corporation or other One Riverfront Plaza
organization on which Mail Stop: HQ-E2
employment is conducted: Corning, NY 14831
Name: Ursula F. Fairbairn
Business Address: Martin Tower, Eighth and Eaton Avenues, Bethlehem,
PA 18018
Principal Occupation: Senior Vice President - Human Resources, Union
Pacific Corporation
Name, principal business Union Pacific Corporation, a transportation and
and address of natural resource company.
corporation or other Martin Tower
organization on which Eighth and Eaton Avenues
employment is conducted: Bethlehem, PA 18018
</TABLE>
B-2
<PAGE>
<TABLE>
<S> <C>
Name: J. Phillip Samper
Business Address: None
Principal Occupation: Former Chairman and Chief Executive Officer, Cray
Research, Inc.
Name, principal business None
and address of
corporation or other
organization on which
employment is conducted:
Name: E. Allen Deaver
Business Address: 313 West Liberty Street, P.O. Box 3001, Lancaster,
PA 17604
Principal Occupation: Executive Vice President of Armstrong World
Industries, Inc.
Name, principal business Armstrong World Industries, Inc., a manufacturer
and address of and marketer of branded products and services that
corporation or other are distinguished by design and/or function for
organization on which use in finishing the interiors of residential and
employment is conducted: commercial buildings worldwide. They include:
resilient floors, ceramic tile, ceilings,
adhesives and insulation. Armstrong also
manufactures and markets gasketing materials for
the automotive market.
313 West Liberty Street
P.O. Box 3001
Lancaster, PA 17604
Name: James E. Marley
Business Address: Mail Stop 176-40, P.O. Box 3608, Harrisburg, PA
17105-3608
Principal Occupation: Chairman of the Board, AMP Incorporated
Name, principal business AMP Incorporated, an electrical and electronic
and address of connection devices company.
corporation or other Mail Stop 176-40
organization on which P.O. Box 3608
employment is conducted: Harrisburg, PA 17105-3608
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
Name: Jerre L. Stead
Business Address: None
Principal Occupation: Former Chairman, President and Chief Executive
Officer, Legent Corporation
Name, principal business None
and address of
corporation or other
organization on which
employment is conducted:
</TABLE>
Executive Officers: The following is a list of executive officers of
------------------
Armstrong World Industries, Inc. Unless otherwise indicated, each officer's
business address is 313 West Liberty Street, P.O. Box 3001, Lancaster, PA
17604, which address is Armstrong World Industries, Inc.'s business address.
Unless otherwise indicated, all executive officers are United States citizens:
George A. Lorch, Chairman and Chief Executive Officer
- ---------------
E. Allen Deaver, Executive Vice President
- ---------------
Henry A. Bradshaw, President, Worldwide Building Products Operations
- -----------------
Stephen E. Stockwell, President Corporate Retail Accounts Division
- --------------------
Douglas L. Boles, Senior Vice President, Human Resources
- ----------------
L.A. Pulkrabek, Senior Vice President, Secretary and General Counsel
- --------------
Frank A. Riddick III, Senior Vice President, Finance and Chief Executive Officer
- --------------------
David J. Feight, Vice President and Director, Business Development
- ---------------
Edward R. Case, Vice President and Treasurer
- --------------
Bruce A. Leech, Jr., Controller
- --------------
Ulrich J. Weimer, President, Armstrong Insulation Products. Ulrich J. Weimer is
- ----------------
a citizen of Germany.
B-4
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Dal-Tile International Inc. and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, hereby execute this Agreement
this nineteenth day of August, 1996.
ARMSTRONG ENTERPRISES, INC.
/s/ David D. Wilson
By:______________________________________
David D. Wilson
Title: Vice President and Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
/s/ Frank A. Riddick, III
By:______________________________________
Frank A. Riddick, III
Title: Senior Vice President,
Finance and Chief
Executive Officer
E-1
