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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: NOVEMBER 19, 1995
(Date of earliest event reported)
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-2116 23-0366390
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
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ITEM 5. OTHER EVENTS
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On November 19, 1995, Armstrong World Industries, Inc., a Pennsylvania
corporation ("AWI") and its wholly-owned subsidiary, Armstrong Enterprises,
Inc., a Vermont corporation ("AEI"), entered into an agreement with INTERCO
INCORPORATED, a Delaware corporation ("Interco"), pursuant to which Interco
agreed to purchase all of the outstanding capital stock of Thomasville Furniture
Industries, Inc., a Pennsylvania corporation and wholly-owned subsidiary of AEI
("Thomasville"). The purchase price will be approximately $331.2 million cash,
plus the assumption of $8 million of Thomasville debt. Consummation of the
transactions provided for in the Agreement is subject to a number of conditions
including receipt of clearance required by the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, financing by Interco and other customary approvals.
The transaction is expected to close by or shortly after the end of 1995.
A copy of the press release issued by AWI on November 20, 1995, is
attached hereto as Exhibit 99 and incorporated by reference herein.
Page 2 of 3 Pages
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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
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L. A. PULKRABEK
Senior Vice President, Secretary and
General Counsel
Date: November 29, 1995
Page 3 of 3 Pages
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Exhibit 99
[Armstrong logo appears here]
LANCASTER, PA., November 20--Armstrong World Industries, Inc. (NYSE:ACK),
and INTERCO INCORPORATED, St. Louis, jointly announced today that the two
companies have signed an agreement under which Armstrong has agreed to sell the
stock of its furniture subsidiary, Thomasville Furniture Industries, Inc., to
INTERCO (NYSE:ISS).
While the details of the transaction are not available, the two companies
reported that "the total consideration will be in the neighborhood" of $331
million, plus the assumption of about $8 million of Thomasville debt. They also
indicated that the sale should be completed by or shortly after the end of this
year.
"The Thomasville organization has been an integral part of Armstrong for
more than a quarter-century. We're very proud of the Thomasville people and the
position of leadership they have maintained within the furniture industry," said
George A. Lorch, Chairman and Chief Executive Officer of Armstrong. "We
appreciate the loyalty and support from all the Thomasville people and our
customers. We're confident that they are moving from one strong corporate home
to another with even greater opportunity for growth. As part of INTERCO, a
highly successful company with a long-term commitment to the furniture business,
the Thomasville brand will be joining with other premier brand names in the
furniture business--Broyhill and Lane.
"This clearly is win-win for both Armstrong and INTERCO," Lorch continued.
"For our part, we will be able to focus even more attention on our core
businesses. The cash proceeds will give us the additional financial resources
to expand these businesses both internally through capital investments and
externally through acquisitions, as well as to actively continue stock
repurchases. Above all, it is fully in line with our overriding goal of
creating value for shareholders, customers and employees by generating returns
that are greater than our cost of capital."
Armstrong purchased Thomasville in July 1968. Headquartered in
Thomasville, N.C., Thomasville and its subsidiaries have approximately 7,000
employees and 28 plants in North Carolina, Virginia, Mississippi and Tennessee.
Under both the Thomasville and Armstrong brand names, Thomasville produces high
quality wood, upholstered and ready-to-assemble furniture for both residential
and commercial markets. In 1994, Thomasville and its subsidiaries recorded
sales of approximately $527 million with operating income of nearly $39 million.
INTERCO has stated that Fred Starr will continue as President and CEO of
Thomasville after the closing of the transaction.
In its 1994 annual report, INTERCO reported that it had completed the final
phase of its transformation from a multi-industry conglomerate to a leading
manufacturer focused on the furniture industry. It spoke of "becoming the
largest pure residential furniture manufacturing company in the country."
INTERCO reported 1994 sales of approximately $1.1 billion and operating
profit of $102 million (excluding depreciation and amortization relating to fair
value adjustments).
The Thomasville furniture business at Armstrong is one of four industry
segments for which Armstrong reports operating results. The others are floor
coverings (including resilient flooring and ceramic tile), building products
(mainly residential and commercial tile and panel ceiling materials) and
industry products (insulation, textile, supplies and gasketing and specialty
paper products).
