<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
------------------------
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)
------------------------
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
------------------------
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation * : $940,780,667 Amount of Filing Fee: $188,157
================================================================================
* 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.
<TABLE>
<S> <C>
Amount Previously Paid: $188,157 Filing Party: Armstrong World Industries
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1998
</TABLE>
================================================================================
(Continued on following pages)
(Page 1 of 3 pages)
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 14D
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on June 19, 1998, as amended
by Amendment No. 1 filed with the Commission on June 25, 1998 and Amendment No.
2 filed with the Commission on July 2, 1998 (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 the 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").
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:
OFFER TO PURCHASE
The Offer to Purchase, which is filed as Exhibit (a)(1) to the Schedule
14D-1, as supplemented by the First Supplement to the Offer to Purchase, which
is filed as Exhibit (a)(9) to Amendment No. 2 to the Schedule 14D-1, is hereby
supplemented and/or amended as provided below (Section references correspond to
Sections in the Offer to Purchase):
"14. CERTAIN CONDITIONS TO THE OFFER"
Clause (iii) of the first paragraph under this Section is amended and
restated in its entirety as follows:
"(iii) at any time on or after the date of this Offer to Purchase and on or
prior to the Expiration Date, any of the following events shall have
occurred:"
2
<PAGE>
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 7, 1998
SAPLING ACQUISITION, INC.
By: /s/ Deborah K. Owen
--------------------------------------------
Deborah K. Owen
Vice President and Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Deborah K. Owen
--------------------------------------------
Deborah K. Owen
Senior Vice President, Secretary and General
Counsel
3
