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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): May 1, 2000
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
or incorporation) File Number) Identification
Number)
2500 Columbia Avenue, Lancaster, PA 17604
(Address of principal executive offices) (ZIP code)
Registrant's telephone number including area code: (717) 397-6011
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Item 5. Other Events
Effective May 1, 2000, Armstrong Holdings, Inc. ("Holdings"), a
Pennsylvania corporation, became the indirect parent holding company of
Armstrong World Industries, Inc. ("Armstrong"). This restructuring was approved
Armstrong's shareholders at Armstrong's 2000 annual meeting on May 1, 2000. As
of the effective date, the holders of Armstrong common stock became holders of
Holdings common stock and the present stock certificates representing Armstrong
common stock automatically represent Holdings common stock. Each share of
Holdings common stock is accompanied by a preferred stock purchase right,
pursuant to the Rights Agreement dated as of March 14, 2000 by and between
Armstrong Holdings, Inc. and American Stock Transfer & Trust, Inc. (the "Rights
Agreement"). The Rights Agreement has terms substantially identical to those of
the shareholder rights plan adopted by Armstrong in 1996. A copy of the press
release dated May 1, 2000 announcing the consummation of the transaction is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to Section 12g-3(a) of the General Rules and Regulation under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), Holdings is a
successor issuer to Armstrong and shares of common stock of Holdings and the
accompanying preferred stock purchase rights are deemed registered for the
purposes of Section 12(b) of the 1934 Act. The Holdings common stock and rights
are listed on the New York Stock Exchange and trade under the symbol "ACK".
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Exchange dated as of March 14, 2000,
by and among Armstrong Holdings, Inc. and Armstrong World
Industries, Inc.
99.1 Press Release issued by Armstrong Holdings, Inc., dated as
of May 1, 2000.
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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: May 4, 2000 By: /s/ Deborah K. Owen
Name: Deborah K. Owen
Title: Senior Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Exchange dated as of March 14,
2000, by and among Armstrong Holdings, Inc. and Armstrong
World Industries, Inc.
99.1 Press Release issued by Armstrong Holdings, Inc., dated
as of May 1, 2000.
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EXHIBIT 2.1
AGREEMENT AND PLAN OF EXCHANGE
BETWEEN
ARMSTRONG WORLD INDUSTRIES, INC.
AND
ARMSTRONG HOLDINGS, INC.
RECITALS
A. Armstrong World Industries, Inc. (the "Exchanging Corporation") is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000
shares of Common Stock, par value $1.00 per share ("AWI Common Stock"), of which
40,217,225 shares are issued and outstanding as February 18, 2000, and
20,000,000 shares of Class A Preferred Stock, without par value ("AWI Preferred
Stock"), none of which are issued and outstanding as of the date hereof.
B. Armstrong Holdings, Inc. (the "Acquiring Corporation") is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000
shares of Common Stock, par value $1.00 per share ("Holdings Common Stock"), of
which 100 shares are issued and outstanding as of the date hereof and 20,000,000
shares of Class A Preferred Stock, without par value ("Holdings Preferred
Stock").
C. The Exchanging Corporation and the Acquiring Corporation desire to
effect the exchange of shares immediately contemplated hereby (the "Exchange")
so that after the Exchange, the shareholders of the Exchanging Corporation hold
all of the issued and outstanding shares of the Acquiring Corporation and the
Exchanging Corporation is a wholly-owned subsidiary of the Acquiring
Corporation.
D. The Board of Directors of the Exchanging Corporation and the
Acquiring Corporation have each adopted resolutions approving this Agreement and
Plan of Exchange (the "Agreement") in accordance with the Pennsylvania Business
Corporation Law of 1988 (the "BCL") and each directing that it be submitted to
the shareholders of the Exchanging Corporation and the Acquiring Corporation,
respectively, for adoption.
ARTICLE I
General
1.01 Parties to Exchange. The Exchanging Corporation and the Acquiring
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Corporation shall effect the Exchange in accordance with and subject to the
terms of this Agreement.
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1.02. Effectiveness. Subject to the terms of this Agreement, the parties
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hereto shall file Articles of Exchange, and such other documents and instruments
as are required by, and complying in all respects with, the BCL with appropriate
state officials after the adoption of the Agreement by the shareholders of the
Exchanging Corporation, at such time as the Exchanging Corporation and the
Acquiring Corporation shall mutually agree. The Exchange shall become effective
upon the filing of the Articles of Exchange in the Department of State of the
Commonwealth of Pennsylvania in accordance with the terms of the Articles of
Exchange (the "Effective Time").
1.03. Termination. Notwithstanding shareholder approval of this Agreement,
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this Agreement may be terminated at any time prior to the Effective Time by
either the Acquiring Corporation by written notice to the Exchanging Corporation
prior to the Effective Time or by the Exchanging Corporation at any time prior
to the Effective Time by resolution approved by its Board of Directors.
1.04. Amendment. This Agreement may be amended by the Board of Directors of
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both the Exchanging Corporation and the Acquiring Corporation at any time prior
to submission of the Agreement to the shareholders of the Exchanging Corporation
for approval and, to the extent permitted by law, at any time thereafter prior
to the Effective Time.
ARTICLE II
Capital Stock
2.01. Exchange. At the Effective Time each share of AWI Common Stock and
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AWI Preferred Stock issued and outstanding immediately prior to the Effective
Time shall, by virtue of the Exchange and without any action on the part of the
holders thereof, be converted into and exchanged for one share of Holdings
Common Stock and one share of Holdings Preferred Stock, respectively. The
Acquiring Corporation shall thereupon have acquired and be the holder of each
share of AWI Common Stock and AWI Preferred Stock converted and exchanged in the
Exchange. No shares of AWI Common Stock or AWI Preferred Stock shall cease to
exist by reason of such conversion and exchange. Solely for the purpose of the
definition of "Change of Control" in any employee benefit plan, change of
control agreement or other agreement of the Exchanging Corporation, the AWI
Common Stock shall be deemed to be acquired by the Acquiring Corporation
directly from the Exchanging Corporation.
2.02. Stock Certificates. Following the Effective Time, each holder of an
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outstanding certificate or certificates theretofore representing shares of AWI
Common Stock or AWI Preferred Stock may, but shall not be required to, surrender
the same to the Acquiring Corporation for new certificates representing shares
of Holdings Common Stock or Holdings Preferred Stock, as the case may be, and
each such holder or transferee will be entitled to receive a certificate or
certificates representing the same number of shares of the Acquiring
Corporation. Without any further action on the part of the Exchanging
Corporation or the Acquiring Corporation, each outstanding certificate which,
immediately prior to the Effective Time, represented AWI Common Stock or AWI
Preferred Stock, shall from and after the Effective Time be deemed and treated
for all corporate purposes to represent the ownership of the same number of
shares of Holdings Common Stock or Holdings Preferred Stock, as the case maybe,
as though a surrender or transfer and exchange had taken place.
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2.03. Cancellation of Holdings Common and Holdings Preferred Stock held by
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the Exchanging Corporation. Immediately prior to the Effective Time, each share
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of Holdings Common and Preferred Stock issued and outstanding immediately before
the Effective Time shall be cancelled and thereupon shall constitute an
authorized but unissued share, and all rights in respect thereof shall cease.
ARTICLE III
3.01 Articles of Incorporation of the Exchanging Corporation. The Articles
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of Incorporation of the Acquiring Corporation in effect prior to the Effective
Time and attached hereto as Attachment A shall continue to be the Articles of
Incorporation of the Acquiring Corporation after the Effective Time, unaffected
by the Exchange until amended, modified or repealed.
3.02 Bylaws. The Bylaws of the Acquiring Corporation in effect prior to
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the Effective Time and attached hereto as Attachment B shall continue to be the
Bylaws of the Acquiring Corporation after the Effective Time, unaffected by the
Exchange, until amended, modified or repealed.
3.03 Directors. The directors of the Exchanging Corporation immediately
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prior to the Effective Time shall be the directors of the Acquiring Corporation
from and after the Effective Time until their successors are duly elected and
qualified or until their earlier death, resignation or removal.
3.04 Stock Plans. The Acquiring Corporation shall assume the obligations
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of the Exchanging Corporation pursuant to the existing stock plans of the
Exchanging Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Exchange as of March 14, 2000.
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ George A. Lorch
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Name: George A. Lorch
Title: Chairman and Chief Executive
Officer
ARMSTRONG HOLDINGS, INC.
By: /s/ George A. Lorch
--------------------------------
Name: George A. Lorch
Title: Chairman and Chief Executive
Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Stan Steinreich
May 1, 2000 -------- V.P. of Corporate Relations
(717) 396-2169
Tom Waters
Director of Investor Relations
(717) 396-2216
ARMSTRONG SHAREHOLDERS APPROVE CREATION
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OF HOLDING COMPANY
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NEW CORPORATE STRUCTURE WILL ENABLE GREATER FLEXIBILITY IN FINANCING AND
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DEVELOPING NEW BUSINESSES
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LANCASTER, PA - Shareholders of Armstrong World Industries (NYSE: ACK)
today approved a plan to establish a holding company that will give the building
materials manufacturer greater financial and organizational flexibility to more
effectively compete in its global markets.
The creation of a holding company was one of three key issues shareholders
approved at today's annual meeting. The other topics included changes to the
terms of the Management Achievement Plan and the re-election of three directors.
The new entity will be called Armstrong Holdings, Inc. and will become the
parent company for Armstrong World Industries, which continues to have the same
operations, employees and assets as before. All current Armstrong common stock
will be exchanged for Holdings common stock on a share-for-share basis. The
corporate governance and dividend policy of the holding company are the same as
that of Armstrong World Industries.
A holding company is a parent company that conducts no business operations
itself. It owns stock of operating subsidiaries and may own various investments.
Its sources of revenue are cash from its subsidiaries and earnings on any
investments it holds.
A number of companies in the building materials industry are already
organized as holdings companies, including USG Corp. and American Standard
Companies Inc.
"Holding companies are increasingly becoming the appropriate structure
through which global companies such Armstrong grow. The new structure will
better position us to compete more effectively in today's business environment,"
said Chairman and CEO George A. Lorch.
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Shareholders also voted on several changes to the company's Management
Achievement Plan covering performance criteria, eligibility to receive awards
under the Plan and the award maximum under the Plan. The major change in the
program will be a shift from using an Economic Value Added (EVA(R)) model as the
sole basis for determining awards under the Achievement Plan, to now also
include other performance criteria such as: cash flow, earnings, operating
income, return on shareholder's equity and sales. Management proposed the change
in order to supplement EVA(R) with other financial criteria that are also
directly aligned with investor evaluations of Armstrong's financial performance.
In other action, shareholders re-elected three directors for terms expiring
in 2003: Van C. Campbell, 61, former vice chairman of Corning Inc.; John A.
Krol, 63, former chairman of E.I. duPont Nemours and Co.; and David W. Raisbeck,
50, vice chairman of Cargill, Inc.
This news release contains forward looking statements related to future
sales growth and earnings. Actual results could differ materially as a result of
known and unknown risks and uncertainties and other factors, including the
outcome of asbestos-related and other litigation, future sales growth resulting
from our investment in research and development, our success in the introduction
of new products, interest, foreign exchange and effective tax rates, impacts to
international operations caused by changes to intellectual property protections
or trade regulations, potential business combinations among our competitors or
suppliers, variations in raw material and energy costs, the strength of domestic
and foreign end-use markets, product and price competition caused by factors
such as worldwide excess industry capacity, the political climate in emerging
markets, and the successful integration of our 1998 acquisitions. Additional
information on matters which could affect the company's financial results is
included in its 1999 annual report and form 10-K
Armstrong World Industries is a global leader in the design, innovation and
manufacture of interior finishing solutions, most notably floors and ceilings.
Based in Lancaster, PA, Armstrong has approximately 18,000 employees worldwide.
In 1999, Armstrong's net sales totaled more than $3.4 billion. Additional
information about the company can be found on the Internet at www.armstrong.com.
