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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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
================================================================================
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.
Amount Previously Paid: $188,157 Filing Party: Armstrong World
Industries
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1998
(Continued on following pages)
(Page 1 of 3 pages)
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AMENDMENT NO. 1 TO SCHEDULE 14D
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) of the Schedule 14D-1 of Armstrong World Industries, Inc.
("Parent") and Sapling Acquisition, Inc. (the "Purchaser") filed with the
Securities and Exchange Commission on June 19, 1998 with respect to the
acquisition of Triangle Pacific Corp. (the "Company") by Parent is amended by
adding the following information:
(e) On June 23, 1998 an amended purported class action complaint was filed
in the Court of Chancery of Delaware by Pinna Yosevitz in full substitution of
the purported class action complaint filed by Pinna Yosevitz on June 15, 1998.
The purported class action was brought individually and on behalf of other
stockholders of the Company similarly situated against the Company, its
directors and Parent. The lawsuit is styled Pinna Yosevitz v. Floyd F. Sherman
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et. al. (C.A.No.16447-NC) and seeks, among other things, a preliminary and
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permanent injunction against the Offer and the Merger, rescission of the Offer
and the Merger if they are consummated, and compensatory damages. The complaint
asserts, among other things, that (i) the Company's stockholders cannot
determine, based on materials provided in the Offer, the intrinsic value of
their Shares and whether the acquisition by Parent is preferable over other
alternatives or is fair; (ii) the Company's stockholders are unable to rely upon
the integrity of the fairness opinion rendered by Salomon Smith Barney
("Salomon"), the Company's financial advisor, in light of alleged conflicts of
interest; (iii) as a result of the receipt of consideration for the cancellation
of their outstanding options, certain of the individual defendants have
interests in the proposed transaction that conflict with those of the public
stockholders of the Company; (iv) the individual defendants have not acted
reasonably and in compliance with their fiduciary duties to the Company's
stockholders in a manner designed to obtain the highest possible price for the
Company's public stockholders; (v) the intrinsic value of the Company is
materially in excess of the Offer Price giving due consideration to anticipated
operating results, net asset value, cash flow and profitability of the Company;
(vi) the Offer Price is not the result of an appropriate consideration of the
value of the Company's business because the board of directors of the Company
approved the Merger without undertaking appropriate steps to ascertain the
Company's value; (vii) by entering into the agreement with Parent, the
individual defendants have allowed the price of the Company's common stock to be
capped, thereby depriving the stockholders of an opportunity to realize any
increase in the value of their Shares; and (viii) the individual defendants did
not appoint or retain any truly independent person or entity to negotiate for or
on behalf of the Company's public stockholders to promote their best interests
in the Merger. The complaint alleges that the defendants' have participated in
unfair dealing toward the public stockholders and have engaged in and
substantially aided and abetted each other in breach of fiduciary duties owed by
them to the stockholders. The complaint further asserts that Parent has
knowingly aided and abetted the alleged breaches of fiduciary duty committed by
the individual defendants.
In connection with the purported class action lawsuit, on June 19, 1998,
the plaintiff served defendants with a first request for production of
documents.
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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: June 26, 1998
SAPLING ACQUISITION, INC.
By: /s/ Deborah K. Owen
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Deborah K. Owen
Vice President and Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Deborah K. Owen
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Deborah K. Owen
Senior Vice President, Secretary and General
Counsel
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