UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
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)
23426R108
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(CUSIP Number)
with a copy to:
John D. Swift Alexander W. Patterson
Chief Financial Officer Alston & Bird LLP
Mohawk Industries, Inc. One Atlantic Center
160 S. Industrial Boulevard 1201 West Peachtree Street
Calhoun, Georgia 30701 Atlanta, Georgia 30309-3424
(706) 629-7721 (404) 881-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 2001
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
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 Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 23426R108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Mohawk Industries, Inc.
52-1604305
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 9,397,932 (See Items 3 and 5)
Beneficially ------------------------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting ------------------------------------------------------------------
Person With 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,397,932 (See Items 3 and 5)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
14.6%
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14. Type of Reporting Person (See Instructions)
CO
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The filing of this Schedule 13D is not, and shall not be construed as, an
admission that the filer or any of its executive officers or directors
beneficially owns any of the Shares for which it is listed as having sole voting
power. See Items 5 and 6.
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Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D (this
"Statement") relates is the common stock, $.01 par value per share (the "Dal-
Tile Common Stock"), of Dal-Tile International Inc., a Delaware corporation
("Dal-Tile").
The principal executive offices of Dal-Tile are located at 7834 Hawn Freeway,
Dallas, Texas 75217
Item 2. Identity and Background
(a) This Statement is being filed by Mohawk Industries, Inc., a Delaware
corporation ("Mohawk").
(b) The address of Mohawk's principal office is 160 S. Industrial
Boulevard, Calhoun, Georgia 30701.
(c) Mohawk, through its wholly owned subsidiaries, is a producer of
woven and tufted broadloom carpet and rugs.
(d) Mohawk affirms that it is not required to disclose any legal
proceedings pursuant to Item 2(d).
(e) Mohawk affirms that it is not required to disclose any legal
proceedings pursuant to Item 2(e).
(f) Not Applicable.
Set forth on Schedule A is the name, business address, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of Mohawk as of the date hereof. During
the last five years, to the knowledge of Mohawk, no person named on Schedule A
as a director or executive officer of Mohawk has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to 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 violation with respect to such laws. To the knowledge of Mohawk, each of the
individuals listed on Schedule A attached hereto is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
On November 19, 2001, Mohawk entered into an Agreement and Plan of Merger (the
"Agreement"), by and among Mohawk, Maverick Merger Sub, Inc., a wholly owned
subsidiary of Mohawk ("Merger Sub"), and Dal-Tile, pursuant to which Dal-Tile
will merge with Merger Sub (the "Merger"). Each of the shares of Dal-Tile Common
Stock outstanding at the effective
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time of the Merger will be converted into the right to receive $11.00 in cash
and a fraction of a share of Mohawk common stock, which will be determined based
on the average closing price of Mohawk common stock during a 20-day trading
period ending on the third full trading day prior to the closing date of the
Merger.
As a condition and inducement to Mohawk entering into the Agreement, Mohawk
entered into Voting Agreements (the "Voting Agreements"), with the following
stockholders of Dal-Tile: Douglas D. Danforth, John F. Fiedler, William R.
Hanks, Vincent A. Mai, Charles J. Pilliod, Jr., Mark A. Solls, W. Christopher
Wellborn, Jacques R. Sardas, Esther Limited, LLP and the Jacques and Claudia
Sardas 1998 Irrevocable Trust (the "Stockholders"), relating to an aggregate of
9,397,932 shares of Dal-Tile Common Stock (the "Shares") beneficially owned by
such Stockholders. The Shares consist of 835,932 shares of Dal-Tile Common Stock
and 8,562,000 options to purchase Dal-Tile Common Stock.
Pursuant to the Voting Agreements, each of the Stockholders has agreed, with
respect to the Shares beneficially owned by such Stockholder: (1) not to
transfer or to enter into an agreement to transfer any of the Shares prior to
the effective time of the Merger, unless the transferee agrees to be bound by
the terms of the Voting Agreement; (2) not to deposit the Shares in any voting
trust or grant any proxy or enter into any voting agreement or similar agreement
in contravention of the obligations of the Stockholder under the Voting
Agreement; (3) to cause the Shares to be voted, (i) in favor of the approval and
adoption of the Agreement and in favor of approval of the Merger, (ii) against
the approval or adoption of any proposal made in opposition to, or in
competition with, the Agreement and consummation of the Merger, and (iii)
against any of the following (to the extent unrelated to the Agreement and the
Merger): (A) any merger, consolidation or business combination involving Dal-
Tile; (B) any sale, lease or transfer of any significant portion of the assets
of Dal-Tile or any of its subsidiaries; (C) any reorganization,
recapitalization, dissolution, liquidation or winding up of Dal-Tile or any of
its subsidiaries; (D) any material change in the capitalization of Dal-Tile or
the corporate structure of Dal-Tile; or (E) any other action that is intended,
or could reasonably be expected to, impede, interfere with, delay, postpone,
discourage or adversely affect the consummation of the Merger; and (4) to grant
Mohawk an irrevocable proxy (the "Irrevocable Proxy") to vote the Shares as
described in (3) above. Each of the Stockholders executed an Irrevocable Proxy
contemporaneously with the execution of the Voting Agreements, with respect to
the Shares and all of the shares of capital stock and any other voting
securities of Dal-Tile that may be beneficially owned by such Stockholder, and
any and all other shares of capital stock or other voting securities of Dal-Tile
issued or issuable in respect thereof, granting the proxy holders the right to
vote such securities as set forth in (3) above.
The Voting Agreements and the Irrevocable Proxies terminate upon the earlier of
the date and time that the Agreement is validly terminated pursuant to its terms
and the effective time of the Merger.
References to and descriptions of the Merger, the Agreement, the Voting
Agreements and the Irrevocable Proxies are qualified in their entirety by
reference to copies of the Agreement and the Form of Voting Agreement (which
includes the Form of Irrevocable Proxy as Exhibit A thereto), respectively,
included as Exhibits 1 and 2 to this Statement, and incorporated into this
Item 3 in their entirety where such references and descriptions appear.
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Item 4. Purpose of Transaction
The purpose of the Merger, as provided for in the Agreement, is for Mohawk to
acquire all of the outstanding shares of Dal-Tile Common Stock. Upon
consummation of the Merger, the directors and officers of Merger Sub shall be
the directors and officers of the surviving corporation, and the certificate of
incorporation and bylaws of Merger Sub shall be the certificate of incorporation
and bylaws the surviving corporation. Additionally, upon consummation of the
Merger, the shares of Dal-Tile Common Stock will no longer be traded on any
exchange and will be eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act.
The purposes of the Voting Agreements and the Irrevocable Proxies are to ensure
that the Shares are voted in favor of the Merger and against any competing
proposals.
References to and descriptions of the Merger, the Agreement, the Voting
Agreements and the Irrevocable Proxies are qualified in their entirety by
reference to copies of the Agreement and the Form of Voting Agreement (which
includes the Form of Irrevocable Proxy as Exhibit A thereto), respectively,
included as Exhibits 1 and 2 to this Statement, and incorporated into this Item
4 in their entirety where such references and descriptions appear.
Item 5. Interest in Securities of the Issuer
(a) As a result of the Voting Agreements and the Irrevocable Proxies,
Mohawk may be deemed to be the beneficial owner of 9,397,932 shares
of Dal-Tile Common Stock. Such shares constitute approximately 14.6%
of the shares of Dal-Tile Common Stock (calculated pursuant to Rule
13d-3) as of November 19, 2001 (as represented by Dal-Tile in the
Agreement).
(b) As a result of the Voting Agreements and the Irrevocable Proxies,
Mohawk has the sole power to vote or direct the vote of the Shares
with respect to those matters described in Item 3 above. However,
Mohawk is not entitled to vote the Shares with respect to any
matters or to any rights as a stockholder of Dal-Tile other than as
described above and disclaims beneficial ownership of the Shares.
Mohawk does not have any power to dispose of the Shares.
(c) There have been no transactions by Mohawk in securities of Dal-Tile
during the past 60 days. To the knowledge of Mohawk, there have been
no transactions by any director or executive officer of Mohawk in
securities of Dal-Tile during the past 60 days.
(d) To the knowledge of Mohawk, the Stockholders have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Other than the Agreement, the Voting Agreements and the Irrevocable Proxies, to
the knowledge of Mohawk, there are no contracts, arrangements, understandings or
relationships among Mohawk or any of the directors or executive officers of
Mohawk and any person with respect to any securities of Dal-Tile, including but
not limited to the transfer or voting of any of the securities, finder's fees,
joint ventures, loan or options arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
(1) Agreement and Plan of Merger, dated as of November 19, 2001, by and
among Mohawk Industries, Inc., Maverick Merger Sub, Inc. and Dal-
Tile International Inc. (incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Dal-Tile
International Inc. on November 20, 2001).
(2) Form of Voting Agreement (including the Form of Irrevocable Proxy as
Exhibit A) (incorporated herein by reference to Exhibit 2.2 to the
Current Report on Form 8-K filed by Dal-Tile International Inc. on
November 20, 2001).
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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.
MOHAWK INDUSTRIES, INC.
By: /s/ Frank Boykin
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Name: Frank Boykin
Date: November 28, 2001 Title: Vice President and Corporate Controller
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
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Schedule A
Directors and Executive Officers of Mohawk Industries, Inc.
The name, business address, present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted of each of the directors and executive
officers of Mohawk Industries, Inc. ("Mohawk") is set forth below. Unless
otherwise indicated below, each occupation set forth opposite the name of each
person refers to employment with Mohawk, which, through its wholly owned
subsidiaries, is a producer of woven and tufted broadloom carpet and rugs. The
address of Mohawk is 160 S. Industrial Boulevard, Calhoun, Georgia 30701. The
business address of each person listed below is, unless otherwise indicated, 160
S. Industrial Boulevard, Calhoun, Georgia 30701.
Director/Executive Officer Principal Occupation or Employment
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Leo Benatar (Director).............. Associated Consultant with A.T. Kearney, a management consulting firm.
The business address of A.T. Kearny is 3455 Peachtree Road, NE, Atlanta, Georgia 30326.
Bruce C. Bruckmann (Director)........ Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc., a
venture capital firm. The business address of Bruckmann, Rosser,
Sherrill & Co., Inc. is 126 East 56th Street, 29th Floor, New York, New York 10022.
William B. Kilbride (Executive
Officer)............................ President - Home Products Division
David L. Kolb (Director)............. Chairman of the Board
Jeffrey S. Lorberbaum................ President and Chief Executive Officer
(Director and Executive Officer)
Larry W. McCurdy (Director).......... Retired
Robert N. Pokelwaldt (Director)...... Retired
Sylvester H. Sharpe (Director)....... Executive Vice President
John D. Swift (Executive Officer).... Vice President - Finance and Chief Financial Officer
Herbert M. Thornton.................. President - Fashion and Performance Division
(Executive Officer)
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EXHIBIT INDEX
(1) Agreement and Plan of Merger, dated as of November 19, 2001, by and among
Mohawk Industries, Inc., Maverick Merger Sub, Inc. and Dal-Tile
International Inc. (incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Dal-Tile International Inc. on November
20, 2001).
(2) Form of Voting Agreement (including the Form of Irrevocable Proxy as
Exhibit A) (incorporated herein by reference to Exhibit 2.2 to the Current
Report on Form 8-K filed by Dal-Tile International Inc. on November 20,
2001).
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