-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BaFTEY8QPfyFt4duatQwSUnV7PW9pkzXS4XWNqR41ibpeZ+T2xMaMtS+Vs3v6PJ0 lAvXjlLhrKg9knNI5R/o+g== 0000903423-09-000717.txt : 20090812 0000903423-09-000717.hdr.sgml : 20090812 20090812172926 ACCESSION NUMBER: 0000903423-09-000717 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090810 FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02116 FILM NUMBER: 091007825 MAIL ADDRESS: STREET 1: C/O COSTAR GROUP INC STREET 2: 7475 WISCONSIN AVENUE #600 CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: 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 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 3 1 bonderman-f3_0810ex.xml X0203 3 2009-08-10 0 0000007431 ARMSTRONG WORLD INDUSTRIES INC AWI 0000860866 BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock, par value $0.01 per share 7000000 I See Explanation of Responses Prepaid Forward Contract (obligation to buy) Common Stock 1039777 I See Explanation of Responses David Bonderman (the "Reporting Person") is an officer, director and shareholder of each of TPG Advisors V, Inc., a Delaware corporation ("Advisors V") and TPG Advisors VI, Inc., a Delaware corporation ("Advisors VI"). Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which in turn is the sole general partner of TPG Partners V, L.P., a Delaware limited partnership ("Partners V"). Advisors VI is the general partner of TPG GenPar VI, L.P., a Delaware limited partnership, which in turn is the sole general partner of TPG Partners VI, L.P., a Delaware limited partnership ("Partners VI" and, together with Partners V, the "TPG Funds"). As of August 10, 2009, the TPG Funds and Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, a Delaware trust (the "Trust") entered into a Purchase and Sale Agreement (the "PSA"), pursuant to which the TPG Funds have agreed to purchase 7,000,000 shares of common stock of Armstrong World Industries, Inc. (the "Shares") reported in Table I above (the "PSA Shares") at a price of $22.31 per share in cash (the "Per Share Price"). Upon closing of the transactions contemplated by the PSA (the "Closing"), the TPG Funds will hold the PSA Shares. Pursuant to the terms of the PSA, at the Closing, the TPG Funds and the Trust will concurrently enter into a prepaid share forward transaction (the "Forward Transaction"), evidenced by a confirmation, subject to the ISDA 2002 Master Agreement and the collateral annex referred to therein, pursuant to which the Trust will agree to sell to the TPG Funds, for settlement as described below, 1,039,777 Shares (the "Forward Shares" and, together with the PSA Shares, the "Interests") in exchange for a payment of the product of the Forward Shares and the Per Share Price. The Forward Transaction will be cash-settled on the third currency business day following the 20th scheduled trading day beginning on November 4, 2013 for an amount in cash equal to the value of the Forward Shares during such 20 scheduled trading day period. The Trust has the right to physically settle the Forward Transaction by delivering a number of Shares equal to the Forward Shares in lieu of cash settlement. During the term of the Forward Transaction, the Trust will deliver to the TPG Funds cash dividends on a number of Shares equal to the Forward Shares. Under the confirmation referred to above, at the Closing, the Trust will pledge to the TPG Funds a number of Shares equal to the number of Forward Shares. Absent default, the TPG Funds will not be entitled to dispose of or to vote the pledged Shares during the term of the Forward Transaction. Prior to the Closing, the TPG Funds intend to assign their rights to purchase the Interests to a newly established subsidiary of the TPG Funds. As disclosed in the Schedule 13-D filed with the Securities and Exchange Commission by the Reporting Person on August 11, 2009, at the Closing the TPG Funds and the Trust will concurrently enter into a Shareholders' Agreement pursuant to which the TPG Funds and their affiliates will be deemed to have acquired shared voting power with the Trust over an additional 29,981,480 Shares, resulting in beneficial ownership of an aggregate 36,981,480 Shares. Because of the Reporting Person's relationship to the TPG Funds, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to beneficially own the Interests held by the TPG Funds to the extent of the greater of his direct or indirect pecuniary interests in the profits or capital accounts of each of the TPG Funds. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Interests in excess of such amounts. (8) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated August 31, 2006, which was previously filed with the Securities and Exchange Commission. /s/ Clive D. Bode, on behalf of David Bonderman (8) 2009-08-12 -----END PRIVACY-ENHANCED MESSAGE-----