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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 (Date of earliest event reported): June 11, 1997
Armstrong World Industries, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-2116 23-0366390
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) (Identification Number)
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
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Item 5. Other Events.
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The registrant announced that on June 11, 1997 it has commenced an action
in the Ontario Court (General Division) against the directors of Domco Inc., a
Canadian corporation (MSE: DOC; TSE: DOC), and against Sommer Allibert, S.A., a
French corporation that is the controlling shareholder of Domco. Previously,
the registrant announced its intention to commence an all cash offer to purchase
all of the outstanding shares of Domco at CDN$23.00 per share, equivalent to
US$16.67, for a total purchase price of CDN$488, equivalent to US$354 million.
The press release attached hereto as Exhibit 99.01, more fully describes the
notice of action and the relief sought by the registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit No. Description Reference
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<S> <C> <C>
99.01 Press Release (June 11, 1997) Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARMSTRONG WORLD INDUSTRIES, INC.
Dated: June 11, 1997 By: /s/ L.A. Pulkrabek
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L. A. Pulkrabek
Senior Vice President, Secretary
and General Counsel
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Exhibit Index
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Sequential Page No. or
Exhibit No. Description Reference
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99.01 Press Release (June 11, 1997) Filed herewith at page 5
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Exhibit 99.01
Media Contact: Cam L. Collova Investor Contact: Warren M. Posey
VP, Corporate Relations Assistant Treasurer
(717) 396-2169 (717) 396-2216
Tom Daly/David Kronfeld
Kekst and Company
(212) 521-4800
In Europe: Seth Goldschlager
Idees/Dialogue Conseil
(33) 01-44-43-79-42
In Canada: Ken Cavanagh
NATIONAL Public Relations
(514) 843-2386
ARMSTRONG WORLD INDUSTRIES, INC. INITIATES LITIGATION IN CANADA
AGAINST DOMCO INC.'S DIRECTORS AND SOMMER ALLIBERT, S.A.
LANCASTER, Pennsylvania, June 11, 1997--Armstrong World Industries, Inc. (NYSE:
ACK) announced today that it has commenced an action in the Ontario Court
(General Division) against the directors of Domco Inc., a Canadian corporation
(MSE: DOC; TSE: DOC), and against Sommer Allibert, S.A., a French corporation
that is the controlling shareholder of Domco.
Armstrong, as a minority shareholder of Domco, will seek a declaration that the
directors of Domco have subordinated the interests of Domco and its minority
shareholders to those of Sommer and have thereby breached their duties and
disregarded the interests of its minority shareholders. Armstrong's will allege
that Sommer instructed or induced its nominee directors of Domco to act in a
manner that is contrary to their duties to Domco and its other shareholders for
the purpose of permitting Sommer to merge its floor covering business, including
Domco, with Tarkett AG, a competitor in the floor covering business. Armstrong
will allege that Sommer is responsible for the unlawful conduct of its nominees
and will seek, among other relief, an order prohibiting Sommer from instructing
or inducing its nominee directors to exercise their powers or to act otherwise
than in accordance with their duties to Domco and its minority shareholders.
Armstrong will also be seeking mandatory orders compelling Domco's directors to
comment fairly and objectively upon Armstrong's proposed bid for all of the
shares of Domco which was announced on June 9, 1997 and to make their
recommendations regarding the bid solely on the basis of the interests of Domco
and its shareholders.
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The litigation filed yesterday in Canada is in addition to the litigation
announced by Armstrong on June 9, 1997, whereby Armstrong commenced litigation
in the United States District Court for the Eastern District of Pennsylvania
against Sommer, seeking to enjoin Sommer from merging its floor covering
business, including Domco, with Tarkett A.G. and from continuing to misuse
Armstrong's confidential information obtained pursuant to a confidentiality
agreement between Armstrong and Sommer.
Armstrong is a global manufacturer and marketer of interior furnishings,
including floor coverings and ceiling systems, with sales of $2.156 billion in
1996.
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