-----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, BAscqDFP4rx2bFanhRxVFcehE0bCTiALJ9CFgTIth9Q/j8R0xrO7JFQgsnievwUv RJZMQARhektSEZseMFLM6Q== /in/edgar/work/20000627/0000950109-00-002643/0000950109-00-002643.txt : 20000920 0000950109-00-002643.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950109-00-002643 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02116 FILM NUMBER: 661894 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 11-K 1 0001.txt FORM 11-K FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number 1-2116 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN (Full title of the Plan) ARMSTRONG WORLD INDUSTRIES, INC. 2500 Columbia Avenue Lancaster, Pennsylvania 17604 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) 1 Page No. -------- Item 1. Independent Auditors' Report 4 ---------------------------- Item 2. Statements of Net Assets Available for Benefits 5 ----------------------------------------------- December 31, 1999 and 1998 Item 3. Statements of Changes in Net Assets Available for Benefits 6 ---------------------------------------------------------- Years ended December 31, 1999 and 1998 Notes to Financial Statements 7-13 Schedule of Assets Held for Investment Purposes 14 Exhibits 15 - -------- Consent of Independent Auditors 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the committee constituting the administrator which administers the plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized. HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN June 26, 2000 By: /s/: Jennifer E. Wisdom --------------------------- Jennifer E. Wisdom Vice President Human Resources 3 Independent Auditors' Report To the Retirement Committee of the Hartco Flooring Company Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Hartco Flooring Company Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Hartco Flooring Company Retirement Savings Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP Dallas, Texas June 16, 2000 4 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998
1999 1998 ------------------ ----------- Assets: Investments, at fair value (note 5): Armstrong Holdings, Inc. common stock $ 56,257 $ - Fidelity Magellan Fund 1,941,949 1,501,323 Fidelity Equity Income Fund 1,516,877 1,658,729 Fidelity Intermediate Bond Fund 980,972 1,154,431 Fidelity Overseas Fund 575,744 441,761 Fidelity Asset Manager Fund 215,799 166,944 Fidelity Retirement Money Market Fund 1,043,205 480,202 Participant loans 264,984 234,490 ------------------ ------------ Total investments 6,595,787 5,637,880 Receivables (note 2): Employer contributions - 244,123 Employee contributions 2,674 - Other 34,098 - ----------------- ------------ Total receivables 36,772 244,123 ----------------- ------------ Total assets 6,632,559 5,882,003 ----------------- ------------ Net assets available for benefits $ 6,632,559 $ 5,882,003 ================= ============
See accompanying notes to financial statements. 5 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1999 and 1998
1999 1998 ------------------ -------------- Additions to net assets attributed to: Investment income: Interest and dividend income $ 498,432 $ 309,489 Net appreciation in fair value of investments (note 5) 235,315 421,079 ------------------ -------------- Net investment income 733,747 730,568 Contributions: Participant (note 2) 379,718 400,678 Employer (note 2) 50,795 299,765 Rollovers (note 3) 4,074 15,423 ------------------ -------------- Total contributions 434,587 715,866 ------------------ -------------- Total additions 1,168,334 1,446,434 ------------------ -------------- Deductions from net assets attributed to - benefits paid to participants (notes 2 and 3) (417,778) (628,893) Net increase 750,556 817,541 Net assets available for benefits at the beginning of the year 5,882,003 5,064,462 ------------------- -------------- Net assets available for benefits at the end of the year $ 6,632,559 $ 5,882,003 =================== ==============
See accompanying notes to financial statements. 6 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) General Information On June 28, 1996, Triangle Pacific Corp. (the Company) acquired from Premark all of the common stock of Hartco Flooring Company. In connection with this acquisition, Premark and the Company agreed to spin off, effective as of June 28, 1996, that portion of the Premark Plan benefiting participants who were employees or former employees of Premark, to a separate plan sponsored and maintained by the Company to be known as the Hartco Flooring Company Retirement Savings Plan (the Plan), as set forth herein, as a continuation, without interruption, of such portion of the Premark Plan. (2) Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan documents for more detailed information. (a) General The Plan is a defined contribution plan which provides retirement benefits to employees of Hartco Flooring Company, a division of Triangle Pacific Corp., who are not members of a collective bargaining agreement and whose customary employment is for at least 1,000 hours during a 12 month period. Employees are eligible to participate in the Plan on the first day of the month coincident with or following the completion of six months of service. All eligible employees whose customary employment is not for at least 1,000 hours during a year participate in the plan on the first day of the month coincident with or following the 12 month period after their employment or any plan year thereafter, provided 1,000 hours of service is completed during this time period. However, employees must not be active participants in any other defined contribution plan to which the Company or any subsidiary contributes on their behalf. The Plan is administered by Triangle Pacific Corp. and advised by the retirement committee appointed by the Board of Directors. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) Contributions Participants are permitted to contribute from 1% to 16% of their eligible compensation to the Plan, as defined by the Plan documents. Participants may elect to invest their contributions in any of the available investment funds offered by Fidelity Management Trust Company, the Trustee. The Company will provide a 25% match of active participant's contributions, up to 4% of the participant's eligible compensation. Effective January 1, 1998, the Plan was amended to include a profit sharing component. The Company may contribute a discretionary profit sharing amount based solely at the discretion of the Board of Directors of the Company. 7 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (c) Participant Accounts Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution, Plan earnings, and forfeitures of terminated participants' nonvested accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. (d) Vesting Participants are fully vested in the current value of their own contributions and earnings thereon, and become fully vested in Company contributions and related earnings credited to their accounts based upon their years of vesting service as shown in the following table: Years of Vested vesting service percentage -------------------- -------------- Less than 1 0% 1 but less than 2 20 2 but less than 3 40 3 but less than 4 60 4 but less than 5 80 5 or more 100 Participants who are age 65 or over or become permanently disabled are automatically 100% vested in the value of Company contributions and related earnings credited to their account. (e) Investment Options Elective contributions may be invested in guaranteed income funds, fixed income funds, equity funds or a money market fund at the option of the participating employee. The Plan has investment options available to which participants may allocate their contributions follow: . Armstrong Holdings, Inc. Common Stock - Effective April 1, 1999, the Plan was amended to include Armstrong Holdings, Inc. common stock as one of the investment options. Armstrong Holdings, Inc. (formerly Armstrong World Industries, Inc.) is the parent company of Triangle Pacific Corp. (see note 6). Armstrong is publicly traded on the New York Stock Exchange. . Fidelity Magellan Fund - The Fidelity Magellan Fund is a diversified portfolio of common stocks of domestic and foreign issuers. The portfolio seeks capital appreciation by investing in growth stocks, value stocks or both. (Continued) 8 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 . Fidelity Equity Income Fund - The Fidelity Equity Income Fund has a primary objective of seeking reasonable income by investing 65% of total assets in foreign and domestic income producing equity securities, such as stocks, bonds and other debt securities. The fund also seeks capital appreciation when consistent with its primary objective. . Fidelity Intermediate Bond Fund - The Fidelity Intermediate Bond Fund has a primary objective of seeking high current income by investing in U.S. dollar-dominated investment grade debt securities with maturities between three to ten years. The Lehman Brothers Intermediate Government/Corporate Bond Index is used as a guide in structuring the fund and selecting the investments. . Fidelity Overseas Fund - The Fidelity Overseas Fund seeks long-term growth of capital by primarily investing in the common stock of foreign issuers. . Fidelity Asset Manager Fund - The Fidelity Asset Manager Fund strives for high total return with reduced risk over the long-term. The fund pursues this goal with diversified investments of stocks, bonds and short-term and money market instruments, both domestic and international, while maintaining a diversified mix of securities. . Fidelity Retirement Money Market Fund - The Fidelity Retirement Money Market Fund seeks to earn a high level of current income while maintaining a stable $1.00 share price by investing in high-quality, short- term securities. These securities may include, but are not limited to, high-quality short-term U.S. dollar denominated money market securities, domestic and foreign issuers. (f) Participant Loans Participants may borrow from the Plan an amount greater than $1,000 but less than 50% of the participant's vested account balance. In no event can the participant borrow more than $50,000. Loans are for a period not to exceed five years and bear interest at 1% above the prime rate of interest being charged by local banks at the time the loan is authorized. The interest rate for 1999 was 9.25%. (Continued) 9 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (g) Payment of Benefits On termination of service due to death, disability or retirement, a participant may elect to receive the total value of their account attributable to their contributions, as well as the vested value of their Company contributions, in cash or by purchasing an annuity under the terms of an annuity contract. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution. Participants may make hardship withdrawals from their earnings deferred contributions at specified times, subject to the determination by the Plan administrator that the withdrawal is required to meet an immediate and heavy financial need. (h) Forfeitures Company contributions forfeited by terminating employees are used to reduce future Company contributions to the Plan ($10,881 in 1999 and $5,247 in 1998). The Company will reinstate forfeited balances to the accounts of participants who rejoin the Company within five years of their termination. (3) Summary of Significant Accounting Policies (a) Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. (b) Investment Valuation and Income Recognition The Plan's investments are stated at fair value and have been determined based on closing market quotations. Purchases and sales of securities are recorded by the trustee at current cost on the trade date. Realized and unrealized gains (losses) on investments are based on the fair value of the assets at the beginning of the Plan year or at the time of purchase during the year. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. (c) Administration Expenses In accordance with the provisions of the Plan, unless paid by the Company, all costs of administering the Plan are charged to the Plan. During 1999 and 1998, all significant expenses were paid by the Company ($18,305 in 1999 and $17,797 in 1998, respectively). (d) Payment of Benefits Benefits are recorded when distributed. (e) Rollover Contributions Employee rollovers represent receipts from employees receiving distributions from their previous employers' qualified plan(s). (Continued) 10 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (f) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (4) Units Participant accounts are assigned investment fund units/shares. The net asset value per unit/shares by fund/account for the 1999 and 1998 calendar quarters ended is as follows:
Units at 1999 quarters ended December 31, -------------------------------------------------------------------- March 31 June 30 September 30 December 31 1999 ----------- ----------- ------------ ----------- ------------ Armstrong Holdings, Inc. common stock $ 45.19 $ 57.81 $ 44.94 $ 33.37 1,686 Fidelity Magellan Fund 129.75 129.77 122.02 136.63 14,213 Fidelity Equity Income Fund 55.92 61.63 56.03 53.48 28,363 Fidelity Intermediate Bond Fund 10.16 9.96 9.88 9.76 100,509 Fidelity Overseas Fund 36.99 38.88 41.11 48.01 11,992 Fidelity Asset Manager Fund 17.54 18.08 17.28 18.38 11,741 Fidelity Retirement Money Market Fund 1.00 1.00 1.00 1.00 1,043,205
Units at 1998 quarters ended December 31, --------------------------------------------------------------- March 31 June 30 September 30 December 31 1998 ------------- --------- ------------ --------------- ------------ Fidelity Magellan Fund $ 108.81 $ 109.63 $ 97.52 $ 120.82 12,426 Fidelity Equity Income Fund 57.51 57.20 49.60 55.55 29,860 Fidelity Intermediate Bond Fund 10.17 10.20 10.40 10.27 112,408 Fidelity Overseas Fund 37.09 37.70 31.14 35.98 12,278 Fidelity Asset Manager Fund 19.59 19.54 18.24 17.39 9,600 Fidelity Retirement Money Market Fund 1.00 1.00 1.00 1.00 480,202
(Continued) 11 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (5) Investments In September 1999, the American Institute of Certified Public Accountants Issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99 SOP 99-3 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ending December 31, 1999. Accordingly, information previously required to be disclosed about participant directed fund investment programs is not presented in the Plan's 1999 financial statements. The Plan's 1998 financial statements have been reclassified to conform with the current year's presentation. The following investments exceed 5% of the Plan's net assets available for Plan benefits at December 31, 1999 and 1998: Fair value ------------------------ 1999 1998 ----------- ----------- Fidelity Magellan Fund $ 1,941,949 $ 1,501,323 Fidelity Equity Income Fund 1,516,877 1,658,729 Fidelity Intermediate Bond Fund 980,972 1,154,431 Fidelity Overseas Fund 575,744 441,761 Fidelity Retirement Money Market Fund 1,043,205 480,202 Other - less than 5% 537,040 401,434 ----------- ----------- Total investments $ 6,595,787 $ 5,637,880 =========== =========== During 1999 and 1998, the Plan's investments had net realized and unrealized gains (losses) as follows: 1999 1998 ---------- ---------- Armstrong Holdings, Inc. common stock $ (23,081) $ -- Triangle Pacific Corp. common stock -- 7,899 Fidelity Magellan Fund 204,771 246,845 Fidelity Equity Income Fund (43,380) 125,163 Fidelity Intermediate Bond Fund (51,714) 7,436 Fidelity Overseas Fund 137,637 43,096 Fidelity Asset Manager Fund 11,082 (9,360 --------- --------- Net appreciation in fair value of investments $ 235,315 $ 421,079 ========= ========= (Continued) 12 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 The components of investment income for the years ended December 31, 1999 and 1998 are as follows:
1999 1998 ---------- ---------- Investment income: Interest and dividend income $ 498,432 $ 309,489 Net appreciation in fair value of investments 235,315 421,079 ---------- ---------- $ 733,747 $ 730,568 ========== ==========
(6) Acquisition On July 22, 1998, Triangle Pacific Corp. was acquired by Armstrong World Industries, Inc. (a subsidiary of Armstrong Holdings, Inc.). The Board of Directors of Triangle Pacific Corp. intends to continue providing retirement benefits through the Company's defined contribution plans. (7) Tax Status of the Plan The Internal Revenue Service has determined and informed the Company by a letter dated January 27, 1998, that the Plan and related trust are designed in accordance with applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and Plan's management believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. (8) Plan Termination Although it has not expressed intent to do so, the Company has the right to discontinue its contribution at any time and to terminate the Plan subject to the provision of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. (9) Related Party Transactions Certain Plan investments are shares of common stock of Armstrong Holdings, Inc. and shares of mutual funds managed by Fidelity Investments. Triangle Pacific Corp. is a wholly-owned subsidiary of Armstrong Holdings, Inc. Fidelity Management Trust Company is the trustee as defined by the Plan. Therefore, transactions involving these entities or funds qualify as party- in-interest transactions. (10) Subsequent Events Effective January 1, 2000, the Plan was amended to increase the employer matching contribution percentage to 50% of qualified employee contributions up to 6% of the employee's annual earnings for all participants. 13 Schedule 1 HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN Schedule of Assets Held for Investment Purposes at end of year December 31, 1999
Current Identity of issuer Description of investment value - ----------------------------- -------------------------------------- ---------------- Armstrong Holdings, Inc.* Common stock $ 56,257 Fidelity Investments* Fidelity Magellan Fund 1,941,949 Fidelity Investments* Fidelity Equity Income Fund 1,516,877 Fidelity Investments* Fidelity Intermediate Bond Fund 980,972 Fidelity Investments* Fidelity Overseas Fund 575,744 Fidelity Investments* Fidelity Asset Manager Fund 215,799 Fidelity Investments* Fidelity Retirement Money Market Fund 1,043,205 Participant loans* Loans to participants 264,984 ---------------- Total investments $ 6,595,787 ================
* Party-in-interest See accompanying independent auditors' report. 14 EX-23 2 0002.txt CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors ------------------------------- The Retirement Committee Armstrong World Industries, Inc.: We consent to incorporation by reference in the registration statement No. 333- 74633 on Form S-8 of Armstrong World Industries, Inc. of our report dated June 16, 2000, relating to the statements of net assets available for benefits of the Hartco Flooring Company Retirement Savings Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 1999, which report is included herein. KPMG LLP Dallas, Texas June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----