8-K 1 a2064255z8-k.txt 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 19, 2001 ---------------------- DAL-TILE INTERNATIONAL INC. (Exact name of Registrant as specified in its charter) DELAWARE 33-64140 13-3548809 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 7834 HAWN FREEWAY 75217 DALLAS, TEXAS (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (214) 398-1411 NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS. On November 19, 2001, Dal-Tile International Inc. ("Dal-Tile") and Mohawk Industries, Inc. ("Mohawk") announced that they had entered into a definitive merger agreement pursuant to which Mohawk will acquire Dal-Tile (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, stockholders of Dal-Tile will receive for each share of Dal-Tile common stock $11.00 in cash plus a fraction of a share of Mohawk common stock based upon an exchange ratio that is subject to limited adjustment and is initially established at .2414 of a share of Mohawk common stock. The exchange ratio remains constant at .2414 to the extent the "average closing price" of Mohawk common stock for the 20 trading days prior to the third trading day before the closing of the merger is greater than or equal to $41.00 per share or less than or equal to $50.12. The exchange ratio adjusts if the average closing price of Mohawk common stock is greater than or equal to $36.45 and less than $41.00 or if the average closing price is greater than $50.12 and less than or equal to $54.67 as follows: (i) if the average closing price of Mohawk common stock is greater than or equal to $36.45 and less than $41.00, Dal-Tile common stock will be exchanged for Mohawk common stock at a ratio equal to $9.90 divided by the average closing price; (ii) if the average closing price of Mohawk common stock is greater than $50.12 and less than or equal to $54.67, Dal-Tile common stock will be exchanged at a ratio equal to $12.10 divided by the average closing price. The exchange ratio is fixed at .2716 if the average closing price of Mohawk common stock is less than $36.45 and at .2213 if the average closing price is greater than $54.67. The proposed merger is subject to approval by the stockholders of both companies. In connection with the Merger Agreement, Jacques R. Sardas, Chairman and Chief Executive Officer of Dal-Tile, three other officers and the remaining four directors of Dal-Tile have entered into agreements to vote shares of Dal-Tile held by them in favor of the proposed merger transaction. These parties collectively hold approximately 1.49% of Dal-Tile's outstanding common stock and options to purchase an additional 8,562,000 shares of Dal-Tile common stock. Additionally, Aladdin Partners, L.P., holder of 9,900,000 shares, or approximately 18.8% of Mohawk common stock, has entered into a voting agreement to vote shares held by it in favor of the proposed merger transaction. The proposed merger is intended to qualify as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code. Closing of the proposed merger is subject to clearance or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Mexican Federal Economic Competition Law, and the satisfaction of other customary closing conditions. The foregoing summary is qualified in its entirety by reference to the Merger Agreement, the press release announcing the proposed merger and the voting agreements, which are attached as exhibits hereto and are incorporated herein by reference in their entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 2.1 -- Agreement and Plan of Merger, dated November 19, 2001, among Mohawk Industries, Inc., Maverick Merger Sub, Inc. and Dal-Tile International Inc.* 2.2 -- Form of Voting Agreement executed on November 19, 2001 by Mohawk Industries, Inc. and the officers and directors of Dal-Tile listed on Schedule A thereto.* 2.3 -- Voting Agreement, dated November 19, 2001, by and between Dal-Tile International Inc., and Aladdin Partners, L. P.* 99.1 -- Press release dated November 19, 2001.* -1- ---------------------- * Filed herewith. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DAL-TILE INTERNATIONAL INC. By: /s/ Mark A. Solls ------------------------------------- Name: Mark A. Solls Title: General Counsel Date: November 19, 2001 -3- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 2.1 -- Agreement and Plan of Merger, dated November 19, 2001, among Mohawk Industries, Inc., Maverick Merger Sub, Inc. and Dal-Tile International Inc. 2.2 -- Form of Voting Agreement executed on November 19, 2001 by Mohawk Industries, Inc. and the officers and directors of Dal-Tile listed on Schedule A thereto. 2.3 -- Voting Agreement, dated November 19, 2001, by and between Dal-Tile International Inc. and Aladdin Partners, L. P. 99.1 -- Press release dated November 19, 2001. -4-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OCTOBER 29, 2001 Date of Report (Date of earliest event reported)

DAL-TILE INTERNATIONAL INC. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 33-64140 (Commission File Number) 13-3548809 (I.R.S. Employer identification no.)

7834 Hawn Freeway, Dallas, Texas 75217 (Address of Registrant's Principal Executive Office) (Zip Code)

(214) 398-1411 (Registrant's telephone number, including area code)

Item 5.		Other Events
		On October 26, 2001, Dal-Tile International, Inc., a Delaware Corporation, completed a $400 million refinancing of its credit facilities. The transaction includes a $325 million five-year extension of the Company's credit facility, comprised of a $125 million Term Loan A and $200 million revolving credit, and a $75 million accounts receivable securitization.
Item 7.		Financial Statements, Pro Forma Financial Information and Exhibits
		Financial Statements.
		None.
		Pro Forma Financial Information.
		None.
		Exhibits.
10.1		Receivables Purchase Agreement, dated as of October 26, 2001, among DTSC, Inc. as the Seller and ATLANTIC ASSET SECURITIZATION CORP. as the investor and CREDIT LYONNAIS NEW YORK BRANCH as a bank and CREDIT LYONNAIS NEW YORK BRANCH as the Agent and DAL-TILE CORPORATION as Collection Agent and Originator.
10.2		Purchase and Contribution Agreement, dated as of October 26, 2001, between DAL-TILE CORPORATION as Seller and DTSC, INC. as purchaser.
10.3		Parent Undertaking Agreement, dated as of October 26, 2001, made by Dal-Tile International Inc., and Dal-Tile Group Inc., in favor of DTSC, Inc., the Investors and the Banks and Credit Lyonnais New York Branch, as agent for the Investors and the Banks, and their respective successors and assigns.
10.4		Amended and Restated Credit Agreement dated as of October 26, 2001.

Page 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		DAL-TILE INTERNATIONAL INC.
Date: October 29, 2001		By:	/s/ W. CHRISTOPHER WELLBORN W. Christopher Wellborn Executive Vice President and Chief Financial Officer

Page 3

QuickLinks

Filing Compare · DAL TILE INTERNATIONAL INC