ARMSTRONG WORLD INDUSTRIES INC
8-K, 1995-09-08
PLASTICS PRODUCTS, NEC
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<PAGE>
 
                       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: SEPTEMBER 1, 1995
                       (Date of earliest event reported)


                        ARMSTRONG WORLD INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
 
<S>                            <C>                   <C>
PENNSYLVANIA                       1-2116                23-0366390
(State or other                 (Commission            (IRS Employer
jurisdiction of                 File Number)        Identification No.)
incorporation)
</TABLE>


313 WEST LIBERTY STREET, P. O. BOX 3001, LANCASTER, PENNSYLVANIA  17604
       (Address of principal executive offices)                 (ZIP Code)



Registrant's telephone number, including area code:  (717) 397-0611



                               Page 1 of 3 Pages
<PAGE>
 
ITEM 5.  OTHER EVENTS
         ------------

     A copy of the press release issued by Armstrong World Industries, Inc., on
September 1, 1995, is attached hereto as Exhibit 99 and is incorporated herein
by reference.



                               Page 2 of 3 Pages
<PAGE>
 
                                   SIGNATURE

     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.



                                     ARMSTRONG WORLD INDUSTRIES, INC. 
                                     (a Pennsylvania corporation)      



                                     By:    /s/ L. A. Pulkrabek            
                                          ----------------------------     
                                          L. A. PULKRABEK                      
                                          Senior Vice President, Secretary and  
                                          General Counsel                       



Date: September 8, 1995       



                               Page 3 of 3 Pages

<PAGE>
 
                                                                      Exhibit 99

[Armstrong logo appears here]

     LANCASTER, PA., September 1--Armstrong World Industries, Inc. (NYSE:ACK),
and Dal-Tile International Inc., announced today the signing of a letter of
intent for the proposed merger of the ceramic tile businesses of The American
Olean Tile Company, a wholly owned Armstrong subsidiary, with Dal-Tile.

     In the merger, Armstrong will become a significant minority shareholder of
the combined companies and may, under certain circumstances, have the
opportunity to increase its holdings in the future.  The current majority owner
of Dal-Tile, AEA Investors Inc., its management and shareholder group, will be
the controlling shareholders of the combined companies following the merger.
Completion of the transaction is subject to the execution of a definitive
combination agreement and appropriate government approvals.

     Upon completion of the proposed merger, Howard I. Bull, Chief Executive
Officer of Dal-Tile, will be Chief Executive Officer of the combined companies.

     Dal-Tile, headquartered in Dallas, manufactures a broad line of ceramic
tiles in seven locations in North America and distributes through more than 200
company-owned locations in the United States, Mexico and Canada.

     American Olean, headquartered in Lansdale, Pa., has ceramic tile
manufacturing facilities in five U.S. locations and distributes through a
combination of more than 60 company-owned outlets and a network of independent
ceramic tile and floor covering distributors.

     Spokespersons for the two companies said, "The proposed combination will
allow improved levels of customer service through more efficient utilization of
the manufacturing and distribution resources of both companies.  In addition, it
is the view of both parties that this transaction will enable the merged entity
to more successfully compete with the significant competition in North America
from foreign suppliers."


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