<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998.
REGISTRATION NO. 333-51235
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DAL-TILE INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7834 HAWN FREEWAY 13-3548809
(State or other jurisdiction DALLAS, TEXAS 75217 (I.R.S. Employer
of incorporation or (214) 398-1411 Identification No.)
organization) (Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
</TABLE>
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JACQUES R. SARDAS
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND CHAIRMAN OF THE BOARD
DAL-TILE INTERNATIONAL INC.
7834 HAWN FREEWAY
DALLAS, TEXAS 75217
(214) 398-1411
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
FREDERICK H. FOGEL, ESQ. JOHN M. BRANDOW, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & DAVIS POLK & WARDWELL
JACOBSON 450 LEXINGTON AVE.
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10004 (212) 450-4000
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ (333-51235)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share.... 34,178 shares $8.50 $290,513 $85.70
</TABLE>
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(1) Includes 34,178 shares to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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<PAGE>
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index, a legal opinion and an accountants' consent. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-3 (File No. 333-51235) of
Dal-Tile International Inc., including the exhibits thereto, are incorporated by
reference into this registration statement.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5.1. Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Company, as to the legality of the
securities being offered.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).
23.2. Consent of Ernst & Young LLP.
24.1. Powers of Attorney (filed as Exhibit 24.1 to the Registration Statement on Form S-3 of the Company (File
No. 333-51235) and incorporated by reference).
</TABLE>
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS ON THE 25TH DAY OF JUNE,
1998.
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<S> <C> <C>
DAL-TILE INTERNATIONAL INC.
/s/ JACQUES R. SARDAS
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By: Name: Jacques R. Sardas
Title: President, Chief Executive Officer
and Chairman of the Board of Directors
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE FIRST ABOVE INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S> <C>
/s/ JACQUES R. SARDAS President, Chief Executive
- ------------------------------ Officer and Chairman of
Jacques R. Sardas the Board of Directors
* Executive Vice President,
- ------------------------------ Chief Financial Officer,
William C. Wellborn Treasurer and Assistant
Secretary (Principal
Financial and Accounting
Officer)
* Director
- ------------------------------
John M. Goldsmith
* Director
- ------------------------------
Charles J. Pilliod, Jr.
* Director
- ------------------------------
Henry F. Skelsey
* Director
- ------------------------------
Douglas D. Danforth
* Director
- ------------------------------
Vincent A. Mai
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S> <C>
* Director
- ------------------------------
Norman E. Wells, Jr.
</TABLE>
<TABLE>
<S> <C> <C>
/s/ JACQUES R. SARDAS
*By: ----------------------------------------
Jacques R. Sardas
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8000
June 25, 1998 (FAX: 212-859-4000)
Dal-Tile International Inc.
7834 Hawn Freeway
Dallas, Texas 75217
Ladies and Gentlemen:
We have acted as special counsel for Dal-Tile International
Inc., a Delaware corporation (the "Company"), in connection with the
underwritten public offering by Armstrong World Industries, Inc., a Pennsylvania
corporation, or a subsidiary thereof ("AWI") of shares (the "Shares")of common
stock, par value $.01 per share (the "Common Stock"), of the Company,including
Shares which may be offered and sold upon the exercise of overallotment options
granted to the underwriters.
With your permission, all assumptions and statements of
reliance herein have been made without any independent investigation or
verification on our part except to the extent otherwise expressly stated, and we
express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. In
all examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies
<PAGE>
June 25, 1998
2
submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements and
other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their
convenants and agreements contained therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, as currently in effect.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
caption "Validity of Common Stock" in the Prospectus forming part of the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Frederick H. Fogel
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Frederick H. Fogel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 16, 1998, in the Registration Statement filed
pursuant to Rule 462-B dated June 25, 1998 and related Prospectus of Dal-Tile
International Inc.
/s/ Ernst & Young LLP
Dallas, Texas
June 25, 1998
