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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
DAL-TILE INTERNATIONAL INC.
(Name of Registrant as specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:___________________
(2) Aggregate number of securities tow which transaction
applies:___________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total fee paid: __________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:_______________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________
(3) Filing Party:
______________________________________________________________
(4) Date Filed:
______________________________________________________________
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Set forth below is the text of a letter mailed by Dal-Tile
International Inc. ("Dal-Tile") to its customers on November 27 and 28, 2001,
in connection with Dal-Tile's proposed merger with Mohawk Industries, Inc.
("Mohawk") announced on November 19, 2001.
#####
November 21, 2001
Dear Valued Dal-Tile Customer:
On November 20, 2001, Dal-Tile International and Mohawk Industries announced
they reached an agreement to merge the two companies. This merger brings
together the most recognized brands in the carpet and ceramic tile industries.
The agreement, which has been approved by the boards of both companies, is
subject to approval of the shareholders of each company as well as regulatory
approvals, and other customary closing conditions. The merger is expected to
be completed in the first quarter of 2002.
Mohawk Industries is one of the largest floor covering manufacturers and
distributors in the United States with sales over $3 billion in the year 2000.
They currently are active in all areas of floor covering including carpet,
vinyl, hardwood floors and ceramic tile.
Dal-Tile, thanks to the strong and loyal support from you, our customers, has
been able to achieve significant growth in sales, earnings and cash flow.
When combined, the two companies will have the opportunity to create a
formidable organization in the floor covering industry.
We are very excited about the opportunities this merger will bring for
Dal-Tile and our customers. As the ceramic tile business grows and continues
to become more competitive, our customers' expectations for product and
service will be more demanding than ever before. While it is much too soon to
identify specific initiatives, we are confident that our merger with Mohawk
Industries will allow us to provide our customers with more innovative and
exciting products and services beyond what could be done on our own.
While we are excited about Dal-Tile's future as part of Mohawk, we are very
humble in recognizing that our past and future success is only possible
because of the loyalty and support of our valued customers. On behalf of
Dal-Tile's 8000 employees, I want to personally thank you again for your
business and your strong support. We look forward to earning more of your
business in the future with improved products and services.
We will continue to communicate with you as more details of the merger
develop. Press releases and information will be available on our website at
www.daltile.com.
Sincerely,
Jacques R. Sardas
Chairman and Chief Executive Officer
#####
The foregoing materials contain "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934 particularly
those statements regarding the effects of the proposed merger, and those
preceded by, followed by or that otherwise include the words "believes,"
"expects," "anticipates," "intends," "estimates," or similar expressions. For
those statements, Dal-Tile claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements relating to expectations about
future results or events are based upon information available to Dal-Tile as
of today's date, and the company does not assume any obligations to update any
of these statements. The forward-looking statements are not guarantees of the
future performance of Dal-Tile or the combined company and actual results may
vary materially from the results and expectations discussed. For instance,
while Dal-Tile and Mohawk have entered into a definitive agreement, there is
no assurance that the parties will complete the transaction. In the event the
companies do not receive necessary government or stockholder approvals or fail
to satisfy conditions to closing, the transaction will terminate. Additional
risks and uncertainties related to the proposed merger include, but are not
limited to, conditions in the financial markets relevant to the proposed
merger, the successful integration of Dal-Tile into Mohawk's business, and
each company's ability to compete in the highly competitive floor covering
industry. The revenues and earnings of Dal-Tile and the combined company and
their ability to achieve their planned business objectives will be subject to
a number of factors that make estimates of future operating results uncertain.
These factors include: (1) materially adverse changes in economic conditions
generally in the carpet, rug, ceramic tile and floor covering markets served
by Dal-Tile and Mohawk and the combined company; (2) increased competition
from other carpet, rug, ceramic tile and floor covering manufacturers; (3)
increased raw material prices; (4) the timing and level of capital
expenditures; (5) the successful integration of the companies including the
challenges inherent in diverting Dal-Tile's management attention and resources
from other strategic matters and from operational matters for an extended
period of time; (6) the successful introduction of new products; (7) the
successful rationalization of existing operations; and (8) other risks
identified from time to time in Dal-Tile's and Mohawk's SEC reports and public
announcements.
THE PROPOSED TRANSACTION WILL BE SUBMITTED TO DAL-TILE'S AND MOHAWK'S
STOCKHOLDERS FOR THEIR CONSIDERATION, AND MOHAWK WILL FILE WITH THE SEC A
REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT-PROSPECTUS TO BE
USED BY DAL-TILE AND MOHAWK TO SOLICIT THEIR RESPECTIVE STOCKHOLDERS' APPROVAL
OF THE PROPOSED TRANSACTION, AS WELL AS OTHER RELEVANT DOCUMENTS CONCERNING
THE PROPOSED TRANSACTION. YOU ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT-PROSPECTUS REGARDING THE PROPOSED TRANSACTION
WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of
the joint proxy statement-prospectus included in the registration statement,
as well as other filings containing information about Dal-Tile and Mohawk, at
the SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
statement-prospectus and the SEC filings that will be incorporated by
reference in the joint proxy statement-prospectus can also be obtained,
without charge, by directing a request to: Dal-Tile, Mark A. Solls, Dal-Tile
International Inc., P.O. Box 170130, Dallas, Texas 75217 (214-398-1411), or to
Mohawk, Jerry L. Melton, Mohawk Industries, Inc., P.O. Box 12069, Calhoun,
Georgia 30701 (706-629-7721).
DAL-TILE AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF DAL-TILE
IN CONNECTION WITH THE MERGER. ADDITIONAL INFORMATION REGARDING THE INTERESTS
OF THOSE PARTICIPANTS MAY BE OBTAINED BY READING DAL-TILE'S DEFINITIVE PROXY
STATEMENT DATED MARCH 31, 2001 IN CONNECTION WITH DAL-TILE'S ANNUAL MEETING OF
STOCKHOLDERS HELD ON APRIL 26, 2001 AND BY READING THE JOINT PROXY
STATEMENT-PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE.