<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
TRIANGLE PACIFIC CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
895912 10 3
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(CUSIP Number)
Michael E. Cahill, Esq. (213) 244-0000
Managing Director & General Counsel 865 South Figueroa Street, Suite 1800
The TCW Group, Inc. Los Angeles, California 90017
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 12, 1998
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
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CUSIP No. 895912 10 3 SCHEDULE 13D Page 2 of 23 Pages
----------- --- ---
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
THE TCW GROUP, INC.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable
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(5) Check box 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
Nevada
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,659,099
Person With --------------------------------------------------
(8) Shared Voting Power
4,250,085
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
5,909,184
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,909,184
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
40.06%
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(14) Type of Reporting Person*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 3 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TRUST COMPANY OF THE WEST
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 482,532
Person With --------------------------------------------------
(8) Shared Voting Power
-0-
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
482,532
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
482,532
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
3.27%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 4 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW ASSET MANAGEMENT COMPANY
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,176,567
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
5,426,652
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,426,652
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
36.79%
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(14) Type of Reporting Person*
CO, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 5 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 837,514
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
-0-
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
837,514
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
837,514
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
5.68%
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(14) Type of Reporting Person*
PN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 6 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
OAKTREE CAPITAL MANAGEMENT, LLC
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 159,716
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
4,409,801
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,409,801
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
29.89%
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(14) Type of Reporting Person*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 7 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS FUND III b
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 339,709
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
-0-
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
339,709
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
339,709
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
2.30%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 8 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
4,250,085
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
4,250,085
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,085
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
28.81%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 9 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS TRUST
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 337,717
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
-0-
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
337,717
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
337,717
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
2.29%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895912 10 3 SCHEDULE 13D Page 10 of 23 Pages
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
TCW SPECIAL CREDITS TRUST III b
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
Not applicable.
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(5) Check box 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
California
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Number of Shares (7) Sole Voting Power
Beneficially Owned 144,815
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
-0-
---------------------------------------------------
(9) Sole Dispositive Power
-0-
---------------------------------------------------
(10) Shared Dispositive Power
144,815
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
144,815
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.98%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $0.01 per share ("Common
Stock"), of Triangle Pacific Corporation, a Delaware corporation (the "Issuer").
The address of the principal executive office of the Issuer is 16803 Dallas
Parkway, Dallas, Texas 75248.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of
(1) The TCW Group, Inc., a Nevada corporation ("TCWG");
(2) Trust Company of the West, a California corporation and wholly-owned
subsidiary of TCWG ("TCW");
(3) TCW Asset Management Company, a California corporation and wholly-
owned subsidiary of TCWG ("TAMCO");
(4) TCW Special Credits, a California general partnership of which TAMCO
is the managing general partner ("Special Credits");
(5) TCW Special Credits Fund IIIb ("Fund IIIb"), of which Special Credits
is the general partner;
(6) TCW Special Credits Fund V - The Principal Fund, a California limited
partnership of which TAMCO is the general partner ("Principal Fund");
(7) Two California collective investment trusts, TCW Special Credits Trust
and TCW Special Credits Trust IIIb (hereinafter referred to as the
"Special Credits Trusts") of which TCW is the trustee; and
(8) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree"), manager of the Principal Fund pursuant to a
subadvisory agreement between TAMCO and Oaktree.
Special Credits, Special Credits Trusts and Fund IIIb are hereinafter
collectively referred to as the "Special Credits Entities." TCWG, TCW, TAMCO,
the Special Credits Entities and the Principal Fund are hereinafter
collectively referred to as the "TCW Related Entities. "Special Credits is
also the investment manager of third party accounts which invest in similar
securities as the Special Credit Entities (the "Special Credits Accounts"), and
Oaktree is also the investment manager of a third party account which holds
shares of the Issuer's Common Stock (the "Oaktree Account").
TCWG is a holding company of entities involved in the principal business of
providing investment advice and management services. TCW is a trust company
which provides investment management services, including to the Special Credits
Trusts. TAMCO is an investment adviser and provides investment advice and
management services to institutional and individual investors, including the
Principal Fund. Special Credits provides investment advice and management
services to Fund IIIb and Special Credits Accounts. Fund IIIb is an investment
partnership which invests in financially distressed entities. The Special
Credits Trusts are collective investment trusts which invest in financially
distressed entities. The Principal Fund is a limited partnership which invests
in entities in which there is a potential for the Principal Fund to exercise
significant influence over such entities. The address of the principal business
and principal office for the TCW Related Entities is 865 South Figueroa Street,
Suite 1800, Los Angeles, California 90017. The Special Credits Entities and the
Special Credits Accounts continue to be managed by Special Credits whose general
partners include TAMCO and four of the Principals of Oaktree. Pursuant to a
subadvisory agreement between TAMCO and Oaktree, the Principal Fund is managed
by Oaktree, whose business address is 550 South Hope Street, Suite 2200, Los
Angeles, California 90071. The principal business of Oaktree is to provide
investment advice and management services to institutional and individual
investors.
11
<PAGE>
(a)-(c) & (f)
(i) The executive officers of TCWG are listed below. The principal business
address for each executive officer is 865 South Figueroa Street, Suite 1800,
Los Angeles, California, 90017. Each executive officer is a citizen of the
United States of America unless otherwise specified below:
Executive Officers
- ------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President, Finance & Administration
Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director
Michael E. Cahill Managing Director, General Counsel & Secretary
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant
Secretary
Schedule I attached hereto and incorporated herein sets forth with respect to
each director of TCWG his or her name, residence or business address,
citizenship, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
(ii) The executive officers and directors of TCW are listed below. The
principal business address for each executive officer and director is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive
officer is a citizen of the United States of America unless otherwise specified
below:
Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Director & Vice Chairman
Thomas E. Larkin, Jr. Director & President
Alvin R. Albe, Jr. Director & Executive Vice President, Finance &
Administration
Marc I. Stern Director, Executive Vice President, Group Managing
Director & Chief Investment Officer - International
Michael E. Cahill Managing Director, General Counsel & Secretary
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant
Secretary
(iii) The executive officers and directors of TAMCO are listed below. The
principal business address for each executive officer, director and portfolio
manager is 865 South Figueroa Street, Suite 1800, Los Angeles, California,
90017. Each executive officer and director is a citizen of the United States of
America unless otherwise specified below:
Executive Officers & Directors
- ------------------------------
Robert A. Day Chairman of the Board & Chief Executive Officer
Thomas E. Larkin, Jr. Director & Vice Chairman of the Board
Marc I. Stern Director & Vice Chairman of the Board
Alvin R. Albe, Jr. Director, Executive Vice President, Finance &
Administration
Michael E. Cahill Director, Managing Director, General Counsel &
Secretary
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant
Secretary
Mark L. Attanasio Director, Group Managing Director & Chief Investment
Officer - Below Investment Grade Fixed Income
Philip A. Barach Director, Group Managing Director & Chief Investment
Officer - Investment Grade Fixed Income
Javier Baz Director, Managing Director & Chief Investment
Officer - International
Robert D. Beyer Director & Group Managing Director
Nicola F. Galluccio Director & Managing Director
Arthur R. Carlson Director & Managing Director
Gerard B. Finneran Director & Managing Director
Douglas S. Foreman Director, Group Managing Director & Chief Investment
Officer - U.S. Equities
(iv) The following sets forth with respect to each general partner of
Special Credits his name, residence or 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 for.
Each general partner who is a natural person is a citizen of the United States
of America unless otherwise specified below.
12
<PAGE>
TAMCO is the Managing General Partner. See information in paragraph (iii)
above.
Bruce A. Karsh
President and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
550 South Hope Street
Suite 2200
Los Angeles, California 90071
(v) Special Credits is the sole general partner of Fund IIIb. See
information in paragraph (iv) above regarding Special Credits and its general
partners.
(vi) TAMCO is the sole general partner of the Principal Fund. See
information in paragraph (iii) above regarding TAMCO and its executive
officers and directors.
(vii) The members and executive officers of Oaktree and the portfolio
managers of Fund IIIb, the Special Credits Accounts and the Principal Fund are
listed below. The principal address for each member and executive officer of
Oaktree and each Portfolio Manager of the Fund is 550 S. Hope Street, Los
Angeles, California 90071. All individuals listed below are citizens of the
United States of America.
Executive Officers and Members
- ------------------------------
Howard S. Marks Chairman and Principal
Bruce A. Karsh President and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry Keele Principal
Russel S. Bernard Principal
Stephen A. Kaplan Principal
David Kirchheimer Managing Director and Chief Financial and
Administrative Officer
Kenneth Liang Managing Director and General Counsel
Portfolio Managers
- ------------------
Stephen A. Kaplan Principal
Bruce A. Karsh President and Principal
13
<PAGE>
(d)-(e)
During the last five years, neither TCWG, TCW, TAMCO, the SpecialCredits
Entities, the Principal Fund, Oaktree, nor, to the best of their knowledge, any
of their respective executive officers, directors and general partners (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable
ITEM 4. PURPOSE OF TRANSACTION
On June 12, 1998, the Principal Fund, Fund IIIb, the Special Credits Trusts, the
Special Credits Accounts and TAMCO entered into an Agreement to Tender with
Armstrong World Industries, Inc. ("Armstrong"), which agreement is attached
hereto as Exhibit 4.1 (the "Agreement"). Separately and also on June 12, 1998,
Armstrong and the Issuer entered into an Agreement and Plan of Merger providing
for Armstrong promptly to make a tender offer for the outstanding shares of
Common Stock of the Issuer with a cash offer price of $55.50 per share of
Issuer's Common Stock (the "Tender Offer"). Pursuant to the Agreement, the
Principal Fund, Fund IIIb, the Special Credits Trusts, the Special Credits
Accounts and TAMCO have agreed with Armstrong that they will tender the shares
of the Issuer's Common Stock owned by them into the Tender Offer and have agreed
to certain other restrictions on their actions consistent with that undertaking
including their agreement not to sell such shares nor to solicit purchasers of
the shares.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 12 to Schedule 13D, Fund IIIb
beneficially owns 339,709 shares of the Issuer's Common Stock which is
approximately 2.30% of the outstanding shares of the Issuer's Common Stock;
Special Credits, as the general partner of Fund IIIb and the investment manager
of the Special Credits Accounts may be deemed to beneficially own 837,514 shares
of the Issuer's Common Stock which is approximately 5.68% of the outstanding
shares of the Issuer's Common Stock.
As of the date of this Amendment No. 12 to Schedule 13D, TCW Special Credits
Trust beneficially owns 337,717 shares of the Issuer's Common Stock which is
approximately 2.29% of the outstanding shares of the Issuer's Common Stock; and
TCW Special Credit Trust IIIb beneficially owns 144,815 shares of the Issuer's
Common Stock which is approximately 0.98% of the outstanding shares of the
Issuer's Common Stock. TCW, as the trustee of the Special Credits Trusts may be
deemed to beneficially own 482,532 shares of the Issuer's Common Stock which is
approximately 3.27% of the outstanding shares of the Issuer's Common Stock.
As of the date of this Amendment No. 12 to Schedule 13D, the Principal Fund
beneficially owns 4,250,085 shares of the Issuer's Common Stock, which is
approximately 28.81% of the outstanding shares of the Issuer's Common Stock.
14
<PAGE>
TAMCO, as the managing partner of Special Credits and the general partner of
the Principal Fund may be deemed to beneficially own shares of the Issuer's
Common Stock held by the Special Credit Entities, Special Credit Accounts, and
the Principal Fund, all of which constitutes 5,426,652 shares or approximately
36.79% of the outstanding shares of the Issuer's Common Stock.
TCWG, as the parent corporation of TCW and TAMCO, may be deemed to beneficially
own shares of the Issuer's Common Stock deemed to be owned by the other TCW
Related Entities, all of which constitutes 5,909,184 shares of the Issuer's
Common Stock (approximately 40.06% of the outstanding shares of the Issuer's
Common Stock). TCWG, TCW, TAMCO and Special Credits (except for 339,053 shares
owned directly by TAMCO) each disclaims beneficial ownership of the shares of
the Issuer's Common Stock reported herein and the filing of this Statement shall
not be construed as an admission that any such person or entity is the
beneficial owner of any securities covered by this Statement.
Oaktree, pursuant to the subadvisory agreement with TAMCO, may be deemed to
beneficially own shares of the Issuer's Common Stock held by the Principal
Fund, which constitutes 4,250,085 shares or approximately 28.81% of the
outstanding shares of the Issuer's Common Stock. Bruce A. Karsh, David Richard
Masson, Howard S. Marks and Sheldon M. Stone individually own 124,278, 75,997,
61,894 and 41,401 shares of the Issuer's Common Stock, respectively. Oaktree
and each of the foregoing individuals disclaims ownership of the shares of the
Issuer's Common Stock reported herein (except for the shares owned directly by
such individuals) and the filing of this Statement shall not be construed as an
admission that any such person or entity is the beneficial owner of any
securities covered by this statement.
(b) Special Credits, as the sole general partner of Fund IIIb, has
discretionary authority and control over all of the assets of Fund IIIb
pursuant to the limited partnership agreement for such limited partnership
including the power to vote and dispose of the Issuer's Common Stock held by
Fund IIIb. In addition, Special Credits, as the investment manager of the
Special Credits Accounts has the discretionary authority and control over all
of the assets of such accounts pursuant to the investment management agreement
relating to such accounts including the power to vote and dispose of 497,805
shares of the Issuer's Common Stock held in the name of the Special Credits
Accounts. Therefore, Special Credits has the power to vote and dispose of
837,514 shares of the Issuer's Common Stock, subject to the Agreement.
TAMCO, as the managing general partner of Special Credits also has the power to
vote and dispose of the shares of Issuer's Common Stock held by Special Credits
referenced above. In addition, TAMCO, as general partner of the Principal Fund
has discretionary authority and control over all of the assets of the Principal
Fund pursuant to the limited partnership agreement for such limited partnership.
In addition, TAMCO has the sole authority to vote and dispose of 339,053 shares
of the Issuer's Common Stock beneficially owned by TAMCO for its own account.
Therefore, TAMCO has the power to vote and dispose of 5,426,652 shares of the
Issuer's Common Stock, subject to the Agreement.
TCW, as the trustee of the Special Credits Trusts, has discretionary authority
and control over all the assets of the Special Credits Trusts pursuant to the
trust agreement for such trust including the power to vote and dispose of the
Issuer's Common Stock held by the Special Credits Trusts. Therefore, TCW has
the power to vote and dispose of 482,532 shares of the Issuer's Common Stock,
subject to the Agreement.
TCWG, as the parent of TCW and TAMCO, may be deemed to have the power to vote
and dispose of the shares of the Issuer's Common Stock that the other TCW
Related Entities have power to vote and dispose, all of which constitutes
5,909,184 shares of the Issuer's Common Stock, subject to the Agreement.
Oaktree, as the fund manager of the Principal Fund pursuant to the subadvisory
agreement between TAMCO and Oaktree, may be deemed to have the power to vote and
dispose of certain of the shares of the Issuer's Common Stock that the Principal
Fund has power to vote and dispose. In addition, Oaktree, as the investment
manager of the Oaktree Accounts, has the discretionary authority and control
over all of the assets of the Oaktree Accounts pursuant to the investment
management agreements relating to such accounts, including the power to vote and
to dispose of 203,271 shares of the Issuer's Common Stock held in the name of
the Oaktree Accounts. Therefore, Oaktree has the power to vote and dispose of
4,453,356 shares of the Issuer's Common Stock, subject to the Agreement.
(c) Special Credits and TAMCO described herein, neither Oaktree nor any of
the TCW Related Entities, and to the best of their knowledge, none of their
respective executive officers, directors or general partners has effected
transactions involving the Issuer's Common Stock during the period since the
filing of Amendment No. 11 to Schedule 13D filed on behalf of the TCW Related
Entities and Oaktree.
(d) None
15
<PAGE>
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Special Credits, as general partner of Fund IIIb, receives a fee for managing
all the assets of Fund IIIb. In addition, Special Credits, as investment
manager of the Special Credits Accounts, receives a management fee for managing
the assets of each Special Credits Account. Fund IIIb and the Special Credits
Accounts have similar investment strategies of investing in financially
distressed entities; however, the implementation of these strategies may differ
from partnership to partnership and account to account. Certain of the Oaktree
Accounts have similar investment strategies of investing in financially
distressed entities, while one of the Oaktree Accounts has an investment
strategy of investing in high-yield debt instruments but also contributed shares
of the Issuer's Common Stock to the account at the inception of its management
by Oaktree.
TAMCO, as general partner of the Principal Fund, receives a management fee for
its management of the Principal Fund. Pursuant to a subadvisory agreement
between TAMCO and Oaktree, the Principal Fund is managed by Oaktree, who
receives a portion of the management fee received by TAMCO. The Principal
Fund's investment strategy is to invest in entities in which there is a
potential for the Principal Fund to exercise significant influence over
management. In addition, Oaktree, as investment manager of the Oaktree
Accounts, receives management fees or incentive fees for managing the assets of
each Oaktree Account.
TCW, as trustee of Special Credits Trusts, receives a management fee for
managing all the assets of Special Credits Trusts. The Special Credits Trusts
each have an investment strategy similar to Fund IIIb and Special Credits
Accounts in investing in financially distressed entities. However, the
implementation of this strategy may differ from entity to entity and account to
account.
Except to the extent the securities referred to in this Statement constitute
assets of the Special Credits Entities and Special Credits Accounts, and the
Principal Fund, there are no contracts, understandings or relationships (legal
or otherwise) among or between any member of the TCW Related Entities or, to the
best of their knowledge, their respective executive officers, directors or
general partners or between or among any of such persons and with respect to any
securities of the Issuer.
On June 12, 1998, the Principal Fund, Fund IIIb, the Special Credits Trusts, the
Special Credits Accounts and TAMCO entered into an Agreement to Tender with
Armstrong World Industries, Inc. ("Armstrong"), which agreement is attached
hereto as Exhibit 4.1 (the "Agreement"). Separately and also on June 12, 1998,
Armstrong and the Issuer entered into an Agreement and Plan of Merger providing
for Armstrong promptly to make a tender offer for the outstanding shares of
Common Stock of the Issuer with a cash offer price of $55.50 per share of
Issuer's Common Stock (the "Tender Offer"). Pursuant to the Agreement, the
Principal Fund, Fund IIIb, the Special Credits Trusts, the Special Credits
Accounts and TAMCO have agreed with Armstrong that they will tender the shares
of the Issuer's Common Stock owned by them into the Tender Offer and have agreed
to certain other restrictions on their actions consistent with that undertaking
including their agreement not to sell such shares nor to solicit purchasers of
the shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
Exhibit 1.1- Agreement of TCW Related Entities regarding a joint Schedule 13D
(and such amendments as may become necessary) with respect to the
Common Stock of Triangle Pacific Corporation dated as of July 19,
1995.
16
<PAGE>
Exhibit 4.1 Agreement to Tender among Fund IIIb, the Special Credits Trusts,
the Special Credits Accounts, the Principal Fund, TAMCO and
Armstrong World Industries, Inc. dated June 12, 1998.
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated as of the 18th day of June, 1998.
THE TCW GROUP, INC.
/s/ MICHAEL E. CAHILL
- -------------------------------------
Michael E. Cahill,
Managing Director and General Counsel
TRUST COMPANY OF THE WEST
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang,
Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang,
Authorized Signatory
TCW SPECIAL CREDITS
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang,Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of TCW
Special Credits
TCW SPECIAL CREDITS FUND IIIb
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of TCW
Special Credits, the General
Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW Special
Credits Fund V - The Principal Fund
17
<PAGE>
TCW SPECIAL CREDITS TRUST
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee
of TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee
of TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ KENNETH LIANG
- -------------------------------------
Kenneth Liang, Managing Director and
General Counsel
18
<PAGE>
SCHEDULE I
BOARD OF DIRECTORS
OF
TCW GROUP, INC.
All of the following individuals are directors of TCW Group, Inc. Each director
is a citizen of the United States of America unless otherwise specified below:
HOWARD P. ALLEN CARLA A. HILLS
Former Chairman & CEO 1200 19TH Street, N.W.
Southern California Edison 5th Floor
2244 Walnut Grove Blvd. Washington, DC 20036
Rosemead, CA 91770
JOHN M. BRYAN DR. HENRY A. KISSINGER
Partner Chairman
Bryan & Edwards Kissinger Associates, Inc.
600 Montgomery St., 35th Floor 350 Park Ave., 26th Floor
San Francisco, CA 94111 New York, NY 10022
ROBERT A. DAY THOMAS E. LARKIN, JR.
Chairman of the Board, President
Chairman and Chief Executive Officer Trust Company of the West
Trust Company of the West 865 S. Figueroa St., Suite 1800
200 Park Avenue, Suite 2200 Los Angeles, CA 90017
New York, New York 10166
DAMON P. DE LASZLO, ESQ. KENNETH L. LAY
Managing Director of Harwin Enron Corp.
Engineers S.A., Chairman & D.P. 1400 Smith Street
Advisers Holdings Limited Houston, TX 77002-7369
Byron's Chambers
A2 Albany, Piccadilly MICHAEL T. MASIN, ESQ.
London W1V 9RD - England Vice Chairman
(Citizen of United Kingdom) GTE Corporation
One Stamford Forum
Stamford, CT 06904
WILLIAM C. EDWARDS EDFRED L. SHANNON, JR.
Partner - Bryan & Edwards Investor/Rancher
3000 Sand Hill Road, Suite 190 1000 S. Fremont Ave.
Menlo Park, CA 94025 Alhambra, CA 91802
ERNEST O. ELLISON ROBERT G. SIMS
Vice Chairman Private Investor
Trust Company of the West 11828 Rancho Bernardo,Box 1236
865 South Figueroa St., Suite 1800 San Diego, CA 92128
Los Angeles, California 90017
HAROLD R. FRANK MARC I. STERN
Chairman of the Board President
Applied Magnetics Corporation TCW Group, Inc.
75 Robin Hill Rd. 865 South Figueroa St., Ste 1800
Goleta, CA 93017 Los Angeles, CA 90017
19
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
- ------ ----------- ------
1.1 Agreement of TCW Related Entities regarding a joint
Schedule 13D (and such amendments as may become
necessary) with respect to the Common Stock of
Triangle Pacific Corporation dated as of July 19, 1995.
4.1 Agreement to Tender among Fund IIIb, the Special Credits
Trusts, the Special Credits Accounts, the Principal Fund,
TAMCO and Armstrong World Industries, Inc. dated June 12,
1998.
20
<PAGE>
EXHIBIT 1.1
AGREEMENT
WHEREAS, The TCW Group, Inc. ("TCWG"), Trust Company of the West ("TCW"),
TCW Asset Management Company ("TAMCO"), TCW Special Credits ("Special Credits"),
and TCW Special Credits Fund III and TCW Special Credits Fund IIIb
(collectively, the "Special Credits Limited Partnerships"), and TCW Special
Credits Fund V - The Principal Fund ("The Principal Fund"), and TCW Special
Credits Trust and TCW Special Credits Trust IIIb (collectively, Special Credits
Trusts"), and Oaktree Capital Management, LLC ("Oaktree"), individually or
collectively, may be deemed to be a beneficial owner within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for purposes
of Section 13(d) of the Exchange Act of the Common Stock, $0.01 par value per
share, of Triangle Pacific Corporation, a Delaware corporation; and
WHEREAS, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree each
desires to satisfy any filing obligation each may have under Section 13(d) of
the Exchange Act by filing a single Schedule 13D pursuant to such Section with
respect to each class of securities.
NOW THEREFORE, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree agree to
file a Schedule 13D under the Exchange Act relating to the Common Stock of
Triangle Pacific Corporation and agree further to file any such amendments
thereto as may become necessary unless and until such time as one of the parties
shall give written notice to the other parties of this Agreement that it wishes
to file a separate Schedule 13D relating to the Common Stock of Triangle
Pacific, provided that each person on whose behalf the Schedule 13D or any
amendment is filed is responsible for the timely filing of such Schedule 13D and
any amendments thereto necessitated by the actions or intentions of such person
and for the completeness and accuracy of the information pertaining to it and
its actions and intentions.
<PAGE>
The Agreement may be executed in two or more counterparts, each of which
shall constitute but one instrument.
Dated as of 19th day of July, 1995.
THE TCW GROUP, INC.
/s/ MICHAEL E. CAHILL
- - ---------------------------------------
Michael E. Cahill
Managing Director and General Counsel
TRUST COMPANY OF THE WEST
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits
TCW SPECIAL CREDITS FUND III
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund III
<PAGE>
TCW SPECIAL CREDITS FUND IIIb
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
General Partner of TCW Special Credits
Fund V - The Principal Fund
TCW SPECIAL CREDITS TRUST
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ KENNETH LIANG
- - ---------------------------------------
Kenneth Liang, Managing Director and
General Counsel
<PAGE>
STOCK TENDER AGREEMENT
STOCK TENDER AGREEMENT (this "AGREEMENT"), dated June 12, 1998, by and
among Armstrong World Industries, Inc., a Pennsylvania corporation ("PARENT"),
Sapling Acquisition, Inc., a Delaware corporation ("PURCHASER") and a
wholly-owned subsidiary of Parent, and each of the parties listed on the
signature pages hereto (each a "STOCKHOLDER", and collectively, the
"STOCKHOLDERS").
WHEREAS, each of the Stockholders is, as of the date hereof, the
record and beneficial owner of the shares of common stock, par value $.01 per
share (the "COMMON STOCK"), of Triangle Pacific Corp., a Delaware corporation
(the "COMPANY"), set forth opposite its name on Annex I hereto;
WHEREAS, Parent, Purchaser and the Company concurrently herewith are
entering into an Agreement and Plan of Merger, dated as of the date hereof (the
"MERGER AGREEMENT"), which provides, among other things, for the acquisition of
the Company by Parent by means of a cash tender offer (the "OFFER") by Purchaser
for all of the outstanding shares of Common Stock and for the subsequent merger
(the "MERGER") of Purchaser with and into the Company upon the terms and subject
to the conditions set forth in the Merger Agreement; and
WHEREAS, as a condition to the willingness of Parent and Purchaser to
enter into the Merger Agreement, and in order to induce Parent and Purchaser to
enter into the Merger Agreement, the Stockholders have agreed to enter into this
Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by
Parent and Purchaser of the Merger Agreement and the mutual representations,
warranties, covenants and agreements set forth herein and therein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. Each
of the Stockholders hereby represents and warrants to Parent and Purchaser,
severally and not jointly, as follows:
(a) Such Stockholder is the beneficial owner of the shares of Common
Stock (as may be adjusted from time to time pursuant to Section 6 hereof, the
"SHARES") set forth opposite its name on Annex I to this Agreement. Such Shares
are held of record, in each case, by the custodian of such Stockholder. On the
date hereof, the Shares opposite such Stockholder's
<PAGE>
name constitute all of the Shares owned by such Stockholder. Such Stockholder
has the exclusive right to vote or dispose of (or exercise the voting or
disposition of) such Shares.
(b) Such Stockholder is a corporation, general partnership, limited
partnership, collective investment trust or separate account, as the case may
be, duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of organization, and such Stockholder has all requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all corporate, partnership or
other action necessary to authorize the execution, delivery and performance of
this Agreement.
(c) This Agreement has been duly authorized, validly executed and
delivered by such Stockholder and constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting enforcement of creditors'
rights generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(d) The execution and delivery of this Agreement by such Stockholder
do not, and the performance by such Stockholder of its obligations hereunder
will not, (i) conflict with, result in a violation or breach of, constitute
(with or without notice or lapse of time or both) a default under, result in or
give to any person any right of termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any Lien upon any of
the assets or properties of such Stockholder under, any of the terms, conditions
or provisions of (A) the certificates of articles of incorporation or by laws
(or other comparable charter documents) of such Stockholder or (B) (x) any Law
or Order of any Governmental or Regulatory Authority applicable to such
Stockholder or any of its respective assets or properties, or (y) any Contract
to which such Stockholder is a party or by which such Stockholder or any of its
respective assets or properties is bound, excluding from the foregoing clauses
(x) and (y) conflicts, violations, breaches, defaults, terminations,
modifications, accelerations and creations and impositions of Liens which,
individually or in the aggregate, could not be reasonably expected to have a
material adverse effect on the ability of such Stockholder to consummate the
transactions contemplated by this Agreement, or (ii) require any filing by such
Stockholder with, or any permit, authorization, consent or approval of, any
Governmental or Regulatory Authority or any third party other than an amendment
to Schedule 13D and Form 4 and/or Form 5. There is no beneficiary or holder of
a voting trust certificate or other interest of any trust of which such
Stockholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(e) The Shares and the certificates representing the Shares owned by
such Stockholder are now and at all times during the term hereof will be held by
such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all Liens, proxies, voting trusts or agreements
or understandings or arrangements whatsoever, except for any such liens or
proxies arising hereunder, and not subject to any preemptive rights.
2
<PAGE>
SECTION 2. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER.
Each of Parent and Purchaser hereby represents and warrants to the Stockholders
as follows:
(a) Parent and Purchaser are corporations duly organized, validly
existing and in good standing under the laws of their respective jurisdictions
of incorporation, and each of Parent and Purchaser has full corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered
by each of Parent and Purchaser and constitutes the legal, valid and binding
obligation of each of Parent and Purchaser, enforceable against each of them in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting enforcement of
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by Parent and
Purchaser do not, and the performance by Parent and Purchaser of their
obligations hereunder and the consummation of the transactions contemplated
hereby will not, (i) conflict with, result in a violation or breach of,
constitute (with or without notice or lapse of time or both) a default under,
result in or give to any person any right of termination, cancellation,
modification or acceleration of, or result in the creation or imposition of any
Lien upon any of the assets or properties of Parent or Purchaser under, any of
the terms, conditions or provisions of (A) the certificates or articles of
incorporation or bylaws of Parent or Purchaser or (B) (x) any Law or Order of
any Governmental or Regulatory Authority applicable to Parent or Purchaser or
any of their respective assets or properties, or (y) any Contract to which
Parent or Purchaser is a party or by which Parent or Purchaser or any of their
respective assets or properties is bound, excluding from the foregoing clauses
(x) and (y) conflicts, violations, breaches, defaults, terminations,
modifications, accelerations and creations and impositions of Liens which,
individually or in the aggregate, could not be reasonably expected to have a
material adverse effect on the ability of Parent and Purchaser to consummate the
transactions contemplated by this Agreement, or (ii) require any filing by
Parent or Purchaser with, or any permit, authorization, consent or approval of,
any Governmental or Regulatory Authority.
SECTION 3. PURCHASE AND SALE OF THE SHARES. Each of the Stockholders
hereby agrees to tender the Shares set forth opposite its name on Annex I to
this Agreement into the Offer promptly, and in any event no later than the fifth
business day following the commencement of the Offer pursuant to Section 1.1 of
the Merger Agreement and not to withdraw any Shares so tendered unless the Offer
is terminated or has expired; provided that if such Stockholder shall thereafter
acquire shares of Common Stock, then any such Shares shall be tendered on the
next succeeding business day after such acquisition. Purchaser hereby agrees to
purchase all the Shares so tendered at a price per Share equal to $55.50 per
Share or any higher price that may be paid in the Offer; PROVIDED, HOWEVER, that
Purchaser's obligation to accept for payment and pay for
3
<PAGE>
the Shares in the Offer is subject to all the terms and conditions of the Offer
set forth in the Merger Agreement and Annex A thereto.
SECTION 4. TRANSFER OF THE SHARES; PROXIES AND NON-INTERFERENCE.
Prior to the termination of this Agreement, except as otherwise provided herein,
none of the Stockholders shall, directly or indirectly, (i) offer for sale,
sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of, any
or all of the Shares; (ii) enter into any Contract, option or understanding with
respect to any transfer of any or all of the Shares or any interest therein;
(iii) except as provided herein, grant any proxy, power-of-attorney or other
authorization or consent in or with respect to the Shares; (iv) deposit the
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations hereunder or the transactions contemplated hereby.
SECTION 5. STOCKHOLDER CAPACITY. No person executing this Agreement
who is or becomes during the term hereof a director of the Company makes any
agreement or understanding herein in his or her capacity as such director. Each
Shareholder signs solely in his or her capacity as the owner of, or the trustee
of a trust whose beneficiaries are the owners of, such Shareholder Shares.
SECTION 6. CERTAIN EVENTS. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Common Stock or the acquisition
of additional shares of Common Stock or other securities or rights of the
Company by any Stockholder, the number of Shares shall be adjusted
appropriately, and this Agreement and the rights and obligations hereunder shall
attach to any additional shares of Common Stock or other securities or rights of
the Company issued to or acquired by any such Stockholder.
SECTION 7. CERTAIN OTHER AGREEMENTS. From the date of this Agreement
until the earlier of the termination of this Agreement or the Effective Time,
none of the Stockholders shall, and none of the Stockholders shall permit or
authorize any advisor or representative retained by or acting for or on behalf
of any such Stockholder to, directly or indirectly, (i) take any action to
initiate, solicit, continue, encourage or facilitate (including by way of
furnishing or disclosing non-public information) any inquiries or the making of
any offer or proposal with respect to a merger, reorganization, share exchange,
consolidation, business combination, recapitalization, liquidation, dissolution
or similar transaction involving the Company or any of its subsidiaries or any
proposal or offer to acquire in any manner, directly or indirectly, 15% or more
of the shares of any class of voting securities of the Company or any of its
subsidiaries or a substantial portion of the assets of the Company or any of its
subsidiaries, other than the transactions contemplated by the Merger Agreement
or by this Agreement (any of the foregoing being referred to as an "ACQUISITION
PROPOSAL"), or (ii) engage in negotiations, discussions or communications
regarding or disclose any information relating to the Company or any of its
subsidiaries or afford access to the properties, books or records of the Company
or any of its subsidiaries to any person,
4
<PAGE>
corporation, partnership or other entity or group (a "POTENTIAL ACQUIROR") that
may be considering making, or has made, an Acquisition Proposal or knowingly
facilitate any effort or attempt to make or implement an Acquisition Proposal or
accept an Acquisition Proposal. Each of the Stockholders shall (i) notify
Parent promptly (and in any event within one business day) after receipt of any
Acquisition Proposal (or any indication that any person is considering making an
Acquisition Proposal) or any request for non-public information relating to the
Company or any of its subsidiaries or for access to the properties, books or
records of the Company or any of its subsidiaries by any person that may be
considering making, or has made, an Acquisition Proposal, (ii) notify Parent
promptly of any material change to any such Acquisition Proposal, indication or
request and (iii) upon reasonable request by Parent, provide Parent with all
material information about any such Acquisition Proposal, indication or request.
SECTION 8. FURTHER ASSURANCES. Each of the Stockholders shall, upon
request of Parent or Purchaser, take such further actions as may reasonably be
necessary or desirable to carry out the provisions hereof, provided that the
Stockholders shall not be required to incur any additional costs or expenses or
receive less-than the agreed price without their consent.
SECTION 9. TERMINATION. Except as otherwise provided in this
Agreement, this Agreement, and all rights and obligations of the parties
hereunder, shall terminate immediately upon the earlier of (i) the acquisition
by Parent, through Purchaser or otherwise, of all the Shares, (ii) the
termination of the Merger Agreement in accordance with its terms or (iii) the
Effective Time; PROVIDED, HOWEVER, that Sections 8 and 10 shall survive any
termination of this Agreement.
SECTION 10. EXPENSES. All fees and expenses incurred by any one
party hereto shall be borne by the party incurring such fees and expenses.
SECTION 11. PUBLIC ANNOUNCEMENTS. Each of the Stockholders, Parent
and Purchaser agrees that it will not issue any press release or otherwise make
any public statement with respect to this Agreement or the transactions
contemplated hereby without the prior consent of the other party, which consent
shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that such
disclosure can be made without obtaining such prior consent if (i) the
disclosure is required by law, and (ii) the party making such disclosure has
first used its best efforts to consult with the other party about the form and
substance of such disclosure.
SECTION 12. DEFINITIONS. As used in this Agreement, the following
terms shall have the meanings indicated below:
"CONTRACT" means any agreement, lease, evidence of indebtedness,
mortgage, indenture, security agreement or other contract (whether written or
oral).
"LAW" means any law, statute, rule, regulation, ordinance and other
pronouncement having the effect of law of the United States, any foreign country
or any domestic or foreign state, county, city or other political subdivision or
of any Governmental or Regulatory Authority.
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"LIENS" means any mortgage, pledge, assessment, security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or
any conditional sale Contract, title retention Contract or other Contract to
give any of the foregoing.
"GOVERNMENTAL OR REGULATORY AUTHORITY" means any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States, any foreign country or any domestic or foreign state, county,
city or other political subdivision.
"ORDER" means any writ, judgment, decree, injunction or similar order
of any Governmental or Regulatory Authority (in each such case whether
preliminary or final).
SECTION 13. MISCELLANEOUS.
(a) All notices, requests and other communications hereunder must be
in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:
(A) if to any or all the Stockholders, to:
Oaktree Capital Management LLC
550 South Hope Street, 22nd Floor
Los Angeles, California 90071
Telephone: (213) 694-1522
Facsimile: (213) 533-5022
Attention: Kenneth Liang
with copies to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
Telephone: (212) 351-3850
Facsimile: (212) 351-5247
Attention: Conor D. Reilly
6
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and
(B) if to Parent or Purchaser, to:
Armstrong World Industries, Inc.
313 West Liberty Street
P.O. Box 3001
Lancaster, Pennsylvania 17604-3001
Telephone: (717) 396-0611
Facsimile: (717) 396-2983
Attention: Deborah K. Owen
Senior Vice President,
Secretary and General Counsel
with a copy to:
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Telephone: (212) 878-8000
Facsimile: (212) 878-8375
Attention: Robert E. King, Jr., Esq.
Bonnie A. Barsamian, Esq.
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party
from time to time may change its address, facsimile number or other information
for the purpose of notices to that party by giving notice specifying such change
to the other parties hereto.
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(c) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall be considered one
and the same agreement.
7
<PAGE>
(d) This Agreement constitutes the entire agreement, and supersedes
all prior agreements and understandings, whether written and oral, among the
parties hereto with respect to the subject matter hereof.
(e) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware without giving effect to the principles
of conflicts of laws thereof.
(f) Each party hereby irrevocably submits to the exclusive
jurisdiction of the Court of Chancery in the State of Delaware or the United
States District Court for the Southern District of New York or any court of the
State of New York located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (f) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
(g) Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties, and any such purported assignment shall be null and void; PROVIDED,
HOWEVER, Purchaser or Parent may, without the prior written consent of any
Stockholder assign its rights and obligations to any of its direct or indirect
wholly owned subsidiaries. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by, the parties
and their respective successors and assigns, and the provisions of this
Agreement are not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.
(h) If any term, provision, covenant or restriction herein is held by
a court of competent jurisdiction or other authority to be invalid, void or
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
(i) Each of the parties hereto acknowledge and agrees that in the
event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (i) will waive, in
any action for specific performance, the defense of adequacy of a remedy at law
and (ii) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity, to compel specific performance of this Agreement.
8
<PAGE>
(j) No amendment, modification or waiver in respect to this Agreement
shall be effective unless it shall be in writing and signed by each party
hereto; provided that ANNEX I hereto may be supplemented by Parent by adding the
name and other relevant information concerning any stockholder of the Company
who agrees to be bound by the terms of this Agreement without the agreement of
any other party hereto, and thereafter such added stockholder shall be treated
as a "Stockholder" for all purposes of this Agreement.
IN WITNESS WHEREOF, each of Parent, the Purchaser and the Stockholders
have caused this Agreement to be duly executed and delivered as of the date
first written above.
ARMSTRONG WORLD INDUSTRIES, INC.
By:/s/ George A. Lorch
--------------------------------------------
Name: George A. Lorch
Title: Chairman of the Board, President and
Chief Executive Officer
SAPLING ACQUISITION, INC.
By:/s/ George A. Lorch
--------------------------------------------
Name: George A. Lorch
Title: Chairman of the Board, President and
Chief Executive Officer
TCW SPECIAL CREDITS FUND IIIb
By: TCW SPECIAL CREDITS, its general partner
By: TCW ASSET MANAGEMENT COMPANY, its Managing
General Partner
By:/s/ Matthew S. Barrett
--------------------------------------------
Name: Matthew S. Barrett
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
9
<PAGE>
Title: Authorized Signatory
TCW SPECIAL CREDITS TRUST
By: TRUST COMPANY OF THE WEST, as Trustee
By:/s/ Matthew S. Barrett
--------------------------------------------
Name: Mathew S. Barrett
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
Title: Authorized Signatory
TCW SPECIAL CREDITS TRUST IIIb
By: TRUST COMPANY OF THE WEST, as Trustee
By:/s/ Matthew S. Barrett
--------------------------------------------
Name: Matthew S. Barrett
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
Title: Authorized Signatory
WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST
By: TCW SPECIAL CREDITS, its investment manager
By: TCW ASSET MANAGEMENT COMPANY, its Managing
General Partner
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<PAGE>
By:/s/ Matthew S. Barrett
--------------------------------------------
Name: Matthew S. Barrett
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
Title: Authorized Signatory
THE COMMON FUND FOR BOND INVESTMENTS
By: TCW SPECIAL CREDITS, as investment manager
By: TCW ASSET MANAGEMENT COMPANY, its Managing
General Partner
By:/s/ Matthew S. Barrett
--------------------------------------------
Name: Matthew S. Barrett
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
Title: Authorized Signatory
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
By: TCW ASSET MANAGEMENT COMPANY, its General
Partner
By:/s/ Stephen A. Kaplan
--------------------------------------------
Name: Stephen A. Kaplan
Title: Authorized Signatory
By:/s/ Kenneth Liang
--------------------------------------------
Name: Kenneth Liang
Title: Authorized Signatory
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TCW ASSET MANAGEMENT COMPANY
By:/s/ Marc I. Stern
--------------------------------------------
Name: Marc I. Stern
Title: Vice Chairman
By:/s/ Michael Cahill
--------------------------------------------
Name: Michael Cahill
Title: Managing Director
12
<PAGE>
ANNEX I
Ownership of Company Common Stock
<TABLE>
<CAPTION>
Number of Shares
----------------
<S> <C>
TCW Special Credits Fund IIIb. . . . . . . . . . . . . . . . . . . . . . . . .339,709
TCW Special Credits Trust. . . . . . . . . . . . . . . . . . . . . . . . . . .337,717
TCW Special Credits Trust IIIb . . . . . . . . . . . . . . . . . . . . . . . .144,815
TCW Special Credits Fund V . . . . . . . . . . . . . . . . . . . . . . . . .4,250,085
TCW Asset Management Company . . . . . . . . . . . . . . . . . . . . . . . . .339,053
Weyerhaeuser Company Master
Retirement Trust (separate account). . . . . . . . . . . . . . . . . . . . . .198,801
Common Fund For Bond Investments (separate account). . . . . . . . . . . . . .299,004
</TABLE>
13
