0000892251-13-000138.txt : 20130913 0000892251-13-000138.hdr.sgml : 20130913 20130913160757 ACCESSION NUMBER: 0000892251-13-000138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130913 DATE AS OF CHANGE: 20130913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30703 FILM NUMBER: 131096466 BUSINESS ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust CENTRAL INDEX KEY: 0001376967 IRS NUMBER: 205578170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KEVIN E. IRWIN STREET 2: ONE EAST FOURTH STREET, SUITE 1400 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-579-6427 MAIL ADDRESS: STREET 1: C/O KEVIN E. IRWIN STREET 2: ONE EAST FOURTH STREET, SUITE 1400 CITY: CINCINNATI STATE: OH ZIP: 45202 SC 13D/A 1 sc13damend3.htm AMENDMENT NO. 3 sc13damend3.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 
RULE 13d-2(a)
 
(Amendment No. 3)*
 
ARMSTRONG WORLD INDUSTRIES, INC.
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

04247X102
(CUSIP Number)
 
Edward E. Steiner, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, 14th Floor
Cincinnati, Ohio 45202
(513) 579-6599
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 13, 2013
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

 
 
 
CUSIP No. 04247X102
   
Page 2 of 4 Pages
 
 1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust –
20-5578170
 
 
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) o
 
 
 
 3
SEC USE ONLY
 
 
 
 4
SOURCE OF FUNDS*
 
OO – See Item 3
 
 5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)        o                                   
 
 
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
 
 7
SOLE VOTING POWER
0
 
 8
SHARED VOTING POWER
19,433,118 – See Item 5
 
 9
SOLE DISPOSITIVE POWER
16,049,653
 
10
SHARED DISPOSITIVE POWER
0 – See Item 5
 
    11
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  19,433,118 – See Item 5
  
 
  12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
   CERTAIN SHARES*         o
 
 
  13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  35.9%
 
 
  14
   TYPE OF REPORTING PERSON*
 
   OO
 

 
 

 

Introductory Note
 
This Schedule 13D Amendment No. 3 amends and supplements the Schedule 13D (the “Schedule 13D”) filed by The Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (the “Trust”) on August 11, 2009 in which the Trust disclosed the acquisition of 36,981,480 shares (the “Trust Shares”) of common stock, par value $0.01 per share (“Issuer Common Stock”) of Armstrong World Industries, Inc., a Pennsylvania corporation (the “Corporation”), under the Fourth Amended Plan of Reorganization, as Modified, dated February 21, 2006 (the “Plan of Reorganization”), of the Corporation.
 
All capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Schedule 13D and, unless amended or supplemented hereby, all information contained in the Schedule 13D remains in effect.
 
This Amendment No. 3 is being filed by the Trust to amend Items 4 and 5 for purposes of reporting certain transactions in Issuer Common Stock.
 
Item 2.  Identity and Background
 
This Amendment amends Item 2 of the Schedule 13D by revising the address for Anne M. Ferrazi – Trustee to be 4 Lazee Trail, Houston, Texas 77024.
 
Item 4.  Purpose of Transaction.
 
This Amendment amends and supplements Item 4 of the Schedule 13D by adding the following after the last paragraph under the heading “Sales”:
 
On September 10, 2013, TPG and the Trust, in their capacity as selling shareholders, entered into an underwriting agreement attached hereto as Exhibit 99.1 (the “September 2013 Offering Underwriting Agreement”) with the Issuer and Deutsche Bank Securities Inc. (the “September 2013 Offering Underwriter”), pursuant to which TPG agreed to sell 2,744,425 shares of Issuer Common Stock and the Trust agreed to sell 9,312,957 shares of Issuer Common Stock, in each case for a cash purchase price of $51.41 per share and pursuant to the Issuer’s registration statement on Form S-3 (File No. 333-179711) (such registered offering, the “September 2013 Sale”).  The September 2013 Sale closed on September 13, 2013.
 
Each of TPG, the Trust, and each executive officer and director of the Issuer agreed with the Underwriter, pursuant to a lock-up agreement (each, a “September 2013 Offering Lock-Up Agreement”), not to, subject to certain exceptions, (i) offer, sell, contract to sell, pledge or otherwise transfer or dispose of, (ii) enter into any transaction which is designed to or might reasonably be expected to result in the transfer or disposition of, (iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in respect of or (iv) exercise any right with respect to the registration of, or file or cause to be filed any registration statement in connection with the registration of, any shares of Issuer Common Stock or any securities convertible into or exchangeable or exercisable for shares of Issuer Common Stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date of such September 2013 Offering Lock-Up Agreement and continuing for 45 days after September 10, 2013, the date of the September 2013 Underwriting Agreement, except with the prior written consent of the September 2013 Underwriter.
 

 
 

 


 
Item 5.  Interest in Securities of Issuer.
 
     (a)  See Item 4.
 
     (b)  See Item 4.
 
     (c)  See Item 4.
 
     (d)  See Item 4.
 
     (e)  Not applicable.
 

Item 7.  Material to be filed as Exhibits.
 
     99.1  Underwriting Agreement (incorporated by reference from Exhibit 1.1 to the Corporation’s Current Report on Form 8-K dated September 13, 2013).


 
 

 

SIGNATURE
 
After reasonable 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:  September 13, 2013
 
 
Armstrong World Industries, Inc.
Asbestos Personal Injury Settlement Trust
 
 
 
       
 
  By:
/s/ *  
    Name   
    Title   
       
    *By:   
/s/ Edward E. Steiner 
 
     Edward E. Steiner, as Attorney-in-Fact