<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TRIANGLE PACIFIC CORP.
(NAME OF SUBJECT COMPANY)
SAPLING ACQUISITION, INC.
ARMSTRONG WORLD INDUSTRIES, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
895912 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DEBORAH K. OWEN
VICE PRESIDENT AND SECRETARY
SAPLING ACQUISITION, INC.
C/O ARMSTRONG WORLD INDUSTRIES, INC.
313 WEST LIBERTY STREET
P.O. BOX 3001
LANCASTER, PENNSYLVANIA 17604-3001
(717) 397-0611
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
ROBERT E. KING, JR., ESQ.
BONNIE A. BARSAMIAN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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CALCULATION OF FILING FEE
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<S> <C>
Transaction Valuation*:............. $940,780,667 Amount of Filing Fee: $188,157
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* For purposes of calculating the fee only. This amount assumes the purchase
of 16,951,003 shares of common stock, par value $.01 per share ("Shares")
of Triangle Pacific at a price per share of $55.50 in cash. Such number of
shares represents all the Shares outstanding as of June 9, 1998, determined
on a fully diluted basis. The amount of the filing fee, calculated in
accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
aggregate of the cash offered by the bidders.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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<S> <C>
Amount Previously Paid: $188,157 Filing Party: Armstrong World Industries
Form or registration no.: Schedule
14D-1 Date Filed: June 19, 1998
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(Page 1 of 6 pages)
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CUSIP No. 532776-10-1
14D-1/A AND 13D
<TABLE>
<CAPTION>
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Sapling Acquisition, Inc.
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<S> <C>
2. Check the Appropriate Box if a Member of Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by
Each Reporting Person
14, 184, 157
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8. Check if the Aggregate Amount in Row (7) Excludes
Certain Shares [_]
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9. Percent of Class Represented by Amount
in Row (7)
96%
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10. Type of Reporting Person
CO
</TABLE>
(Page 2 of 6 pages)
<PAGE>
CUSIP No. 532776-10-1
14D-1/A AND 13D
<TABLE>
<CAPTION>
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Armstrong World Industries, Inc.
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<S> <C>
2. Check the Appropriate Box if a Member of Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Sources of Funds
WC, BK
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [_]
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6. Citizenship or Place of Organization
Pennsylvania
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7. Aggregate Amount Beneficially Owned by
Each Reporting Person
14, 184, 157
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8. Check if the Aggregate Amount in Row (7) Excludes
Certain Shares [_]
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9. Percent of Class Represented by Amount
in Row (7)
96%
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10. Type of Reporting Person
CO
</TABLE>
(Page 3 of 6 pages)
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AMENDMENT NO. 4 TO SCHEDULE 14D-1/SCHEDULE 13D
This Amendment No. 4 constitutes (i) the final Amendment to the Tender Offer
Statement on Schedule 14D-1 filed with the Commission on June 19, 1998, as
amended by Amendment Nos. 1, 2 and 3 filed with the Commission on June 25,
1998, July 2, 1998 and July 9, 1998, respectively (as amended, the "Schedule
14D-1"), by Armstrong World Industries, Inc., a Pennsylvania corporation
("Parent"), and Sapling Acquisition, Inc. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Parent, relating to the tender
offer of Purchaser to purchase all of the outstanding shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of Triangle
Pacific Corp., a Delaware corporation, at a purchase price of $55.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 19,
1998 as supplemented by the First Supplement to the Offer to Purchase dated
July 2, 1998 (as supplemented, the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"); and (ii) the initial statement on
Schedule 13D of the Purchaser and Parent (the "Schedule 13D," and together
with the Schedule 14D-1, the "Schedules"). The information set forth in this
Schedule 14D-1 shall be deemed to be incorporated by reference into the
Schedule 13D. Unless the context otherwise requires, capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-
1 and the Offer to Purchase.
The Schedule 14D-1 is hereby supplemented and/or amended as provided below:
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
(a)-(b) Pursuant to the Offer, which expired at Midnight, New York City
time, on Friday, July 17, 1998, the Purchaser purchased a total of 14,184,157
Shares on July 22, 1998 (or approximately 96% of the outstanding Shares).
In accordance with the terms of the Merger Agreement, after the Purchaser
purchased the 14,184,157 Shares, the Purchaser merged with and into the
Company on July 24, 1998, pursuant to the "short-form" merger procedure
permitted under Delaware law. In connection with the Merger, each issued and
outstanding Share (other than those owned by Parent, the Purchaser or any
other wholly owned subsidiary of Parent, any Shares held in the treasury of
the Company and Shares with respect to which appraisal rights have been
demanded and perfected in accordance with applicable Delaware law) were
converted into and represent the right to receive $55.50 in cash, without
interest.
(Page 4 of 6 pages)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: July 24, 1998
Sapling Acquisition, Inc.
/s/ Deborah K. Owen
By: _________________________________
Deborah K. Owen
Vice President and Secretary
Armstrong World Industries, Inc.
/s/ Deborah K. Owen
By: _________________________________
Deborah K. Owen
Senior Vice President, Secretary
and General Counsel
(Page 5 of 6 pages)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
(a)(1)* Offer to Purchase, dated June 19, 1998.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Form of letter, dated June 19, 1998, to brokers, dealers,
commercial banks, trust companies and other nominees.
(a)(5)* Form of letter to be used by brokers, dealers, commercial
banks, trust companies and nominees to their clients.
(a)(6)* Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7)* Press release issued by the Purchaser on June 13, 1998.
(a)(8)* Form of Summary Advertisement, dated June 19, 1998.
(a)(9)* First Supplement to the Offer to Purchase, dated July 1, 1998.
(a)(10)** Press release issued by Purchaser on July 24, 1998.
(b)(1)* Bank Commitment Letter, dated June 5, 1998, by and among
Parent, Morgan Guaranty Trust Company of New York, Bank of
America NT & SA, The Chase Manhattan Bank, J.P. Morgan
Securities Inc, Bancamerica Robertson Stephens and Chase
Securities, Inc.
(c)(1)* Agreement and Plan of Merger, dated as of June 12, 1998, by
and among the Company, the Purchaser and Parent.
(c)(2)* Stock Tender Agreement, dated as of June 12, 1998, by and
among certain stockholders, the Purchaser and Parent.
</TABLE>
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* Previously filed
** Filed herewith
(Page 6 of 6 pages)
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[LOGO] ARMSTRONG
FOR RELEASE
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
For Immediate Release
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ARMSTRONG WORLD INDUSTRIES
RECEIVES DUTCH APPROVAL FOR DLW ACQUISITION;
COMPLETES ACQUISITION OF TRIANGLE PACIFIC
LANCASTER, PA, July 24, 1998 -- Armstrong World Industries, Inc. (NYSE:ACK)
announced today that the Dutch antitrust authorities have cleared Armstrong's
proposed acquisition of DLW Aktiengesellschaft (Frankfurt Stock Exchange: DLW),
the third largest flooring company in Europe. This is the final antitrust
clearance needed by Armstrong in order to complete the transaction.
Armstrong's tender offer to acquire all outstanding DLW shares at DM 350 per
share, for a total equity value of DM 495 million (approximately $275 million),
remains open until August 19, 1998. To complete the transaction, Armstrong is
seeking to acquire at least 75% of the shares.
DLW, headquartered in Bietigheim-Bissingen, Germany, is the leading flooring
manufacturer in Germany and the third largest in Europe. Total 1997 sales were
DM 1,184 million (approximately $660 million). It has 4,400 employees.
1
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Armstrong today also announced that it has completed the acquisition of Triangle
Pacific Corporation (NASDAQ: TRIP). Armstrong received more than 95% of Triangle
Pacific shares through its tender offer which expired on July 17, and was
therefore able to complete the transaction through a short-form merger
procedure. Armstrong offered $55.50 cash per Triangle Pacific share, for a total
equity value of approximately $890 million.
Triangle Pacific, headquartered in Dallas, Texas, manufactures hardwood flooring
and kitchen and bathroom cabinets. Fiscal year 1997 revenues were $652.9
million. It has a total of 5,400 employees.
Armstrong is a global leader in the design, innovation and manufacture of
interior finishing solutions, most notably floors and ceilings. It is also a
world leader in the innovation and manufacture of pipe insulation, gasket
material and textile machine parts. Based in Lancaster, PA, Armstrong has
approximately 10,600 employees worldwide. In 1997 its net sales totaled $2.2
billion.
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