UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. )
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Dal-Tile International Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
23426R 10 8
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(CUSIP Number)
*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 the disclosures provided in a prior
page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities 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.
CUSIP No. 23426R 10 8
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CUSIP NO. 23426R 10 8 13G PAGE 2 OF 6 PAGES
--------------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DTI Investors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 28,604,811
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 28,604,811
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,604,811
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
53.5%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 23426R 10 8 13G PAGE 3 OF 6 PAGES
--------------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AEA Investors Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 28,604,811
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 28,604,811
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,604,811
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
53.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) NAME OF ISSUER: Dal-Tile International Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7834 Hawn Freeway, Dallas, Texas 75217
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF RESIDENCE; AND
CITIZENSHIP: This statement is filed on behalf of DTI
Investors LLC, a Delaware limited liability company
(the "LLC") and AEA Investors Inc., a Delaware
corporation ("AEA"). AEA is the Manager of the LLC.
By virtue of its being the Manager of the LLC, AEA may
be deemed to have beneficial ownership of any and all
shares of Common Stock of Dal-Tile International Inc.
beneficially owned by the LLC. The address of both DTI
Investors LLC and AEA Investors Inc. is 65 East 55th
Street, New York, New York 10022.
2(d) TITLE OF CLASS OF SECURITIES: Common Stock
2(e) CUSIP NUMBER: 23426R 10 8
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a)( ) Broker or Dealer registered under Section 15 of the Act
(b)( ) Bank as defined in Section 3(a)(6) of the Act
(c)( ) Insurance Company as defined in Section 3(a)(19) of the
Act
(d)( ) Investment Company registered under Section 8 of the
Investment Company Act
(e)( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f)( ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g)( ) Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h)( ) Group, in accordance with Section 240.13d-1(b)(ii)(H)
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 28,604,811 shares of Common
Stock.
(b) PERCENT OF CLASS: 53.5%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
28,604,811
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
28,604,811
(iv) shared power to dispose or to direct the
disposition of:
0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following: _____
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATION:
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: February 13, 1997 DTI INVESTORS LLC
By: AEA Investors Inc.,
its Manager
By: /s/ Christine J. Smith
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Christine J. Smith,
Vice President
AEA INVESTORS INC.
By: /s/ Christine J. Smith
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Christine J. Smith,
Vice President
