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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: June 5, 1998
(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 4 Pages
Exhibit Index Located at Page 4
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Item 5. Other Events
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The Press Release attached hereto as Exhibit 99.1 is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial statements of business acquired
(Not applicable)
(b) Pro forma financial information
(Not applicable)
(c) Exhibits
99.1 Press Release, dated June 5, 1998, with respect to the tender
offer for DLW Aktiengesellschaft.
Page 2 of 4 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.
(Registrant)
Dated: June 5, 1998 By: /s/ Deborah K. Owen
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Deborah K. Owen
Senior Vice President, Secretary and
General Counsel
Page 3 of 4 Pages
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EXHIBIT INDEX
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The following Exhibits are filed herewith:
Exhibit Page No.
Number Description Herein
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99.1 Press Release, dated June 5, 1998, with
respect to the tender offer for DLW
Akiengesellschaft.
Page 4 of 4 Pages
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EXHIBIT 99.1
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Media Contact: Cam Collova Investor Contact: Warren M. Posey
Armstrong World Industries Armstrong World Industries
VP, Corporate Relations Assistant Treasurer
(717) 396-2169 (717) 396-2216
Tom Daly/David Kronfeld
Kekst and Company
(212) 521-4800
In Germany: Michael Kruesmann
Gavin Anderson & Company
011-(49) 89-95 96 10-0
</TABLE>
FOR IMMEDIATE RELEASE
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ARMSTRONG WORLD INDUSTRIES, INC. ANNOUNCES INTENTION TO COMMENCE TENDER
OFFER FOR DLW AKTIENGESELLSCHAFT AT DM 350 PER SHARE
Alliance of Armstrong World Industries, Inc. and DLW Aktiengesellschaft Would
Greatly Enhance Their Global Competitive Position
LANCASTER, PA and BIETIGHEIM-BISSINGEN, GERMANY, JUNE 5, 1998 - Armstrong World
Industries, Inc. (NYSE: ACK) and DLW Aktiengesellschaft (Frankfurt Stock
Exchange: DLW) jointly announced today that Armstrong intends to launch a tender
offer for all the shares outstanding of DLW at a purchase price of DM 350 per
share. The transaction would place a total equity value on DLW of DM 495
million (approx. $275 million) which implies a total enterprise value of DM 620
million ($340 million), including indebtedness. This would represent a 39%
premium to DLW shareholders over the average closing price per share for the
latest three months.
The transaction has been unanimously approved by the Board of Directors of
Armstrong, subject to the approvals stated below, and has received the unanimous
support of the Management Board of DLW. The transaction has already received
the approval of two of DLW's key shareholders, Allianz Holding AG and Baden-
Wurttembergische Bank AG, who have committed to sell their shares to Armstrong.
Together Allianz and Baden-Wurttembergische Bank hold 23.36% of DLW.
To complete the tender offer, Armstrong will seek to acquire at least 75% of the
total shares of DLW, including the shares of Allianz and Baden- Wurttembergische
Bank. The effective launch of the tender offer is subject to customary
corporate governance approvals, and the completion of the tender offer would be
subject to customary regulatory approvals.
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George A. Lorch, Chairman & Chief Executive Officer of Armstrong, said, "This
will be an important strategic combination, both for Armstrong and DLW. The
transaction will provide the combined entities with the critical size necessary
to be a leading player in the consolidating global flooring market. DLW will
become an integral part of a leading global flooring company, moving beyond its
traditional strength in Europe. At the same time, DLW will provide Armstrong
with an expanded presence in Europe that could serve as a continuing platform
for growth."
"Specifically, the combination of the two companies will have greater market
reach and a wider array of products to offer distributors and customers. In
addition, we expect to be able to achieve economies of scale and greater
profitability. Employees of both companies will be part of a stronger, more
distinctive global competitor."
Dr. Bemd Pelz, Chairman of DLW, said, "Over the past few years, we have worked
hard to refocus DLW on its core strengths and improve profitability, and I am
proud of what we have accomplished. Today we have begun the next step,
combining with one of the world's most recognized brand names in flooring.
Together we will benefit from the combination of management expertise and
technical talent that will allow us to offer a more complete line of flooring
products to an even wider customer base. The transaction will provide excellent
value to our shareholders and will establish for our employees a strong platform
from which to grow in the future.
DLW, headquartered in Bietigheim-Bissingen, Germany, is the leading flooring
manufacturer in Germany and the third largest flooring manufacturer in Europe.
Total 1997 sales were DM 1,184 million (approx. $680 million) with approximately
4,400 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.
Combined 1997 pro forma floor covering sales for Armstrong and DLW would have
amounted to DM 2,850 million($1,640 million) worldwide and to DM 1,160 million
($645 million) in Europe.
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Note: Safe Harbor Statement under the Private Securities Litigation Reform Act
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of 1995:
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This press release contains forward-looking statements regarding Armstrong World
Industries, Inc.'s results and trends in its business. These statements are
based largely on the company's expectations and are subject to a number of risks
and uncertainties, many of which are beyond the company's control. Such risks
include the successful consummation of the tender offer, management's ability to
integrate the company's flooring operations with DLW Aktiengesellschaft's
operations, the company's ability to achieve the anticipated economies of scale
and profitability margins and employee satisfaction with the transaction, among
others. These risks and uncertainties could cause actual results to differ
materially from those in the forward-looking statements. We also refer to the
company's filings with the Securities and Exchange Commission, which include
descriptions of additional risks and uncertainties.
