-----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, TBPSv91f9LXopjAjw/WJtCzdEwqcMEd4nicFcLiDeyyduSJ87HSMrnK3dMl9HYy1 tHWvwJlv5m+CKiZGcKD56Q== /in/edgar/work/20000627/0000950109-00-002645/0000950109-00-002645.txt : 20000920 0000950109-00-002645.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950109-00-002645 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: 661906 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 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 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(K) 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 ----------------------------------------------- December 31, 1999 and 1998 5 Item 3. Statements of Changes in Net Assets Available for Benefits ---------------------------------------------------------- Years ended December 31, 1999 and 1998 6 Notes to Financial Statements 7-12 Schedule of Assets Held for Investment Purposes 13 Exhibits 14 - -------- 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. TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(K) PLAN June 26, 2000 By: /s/ Jennifer E. Wisdom --------------------------- Jennifer E. Wisdom Vice President Human Resources 3 Independent Auditors' Report To the Profit Sharing Committee of the Triangle Pacific Corp. Non-Union Hourly Employees 401(k) Plan: We have audited the accompanying statements of net assets available for benefits of the Triangle Pacific Corp. Non-Union Hourly Employees 401(k) 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 Triangle Pacific Corp. Non-Union Hourly Employees 401(k) 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 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) 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 $ 6,359 $ -- Fidelity Magellan Fund 204,625 138,809 Fidelity Equity Income Fund 189,749 144,292 Fidelity Intermediate Bond Fund 91,837 78,573 Fidelity Overseas Fund 28,203 19,516 Fidelity Asset Manager Fund 66,694 54,025 Fidelity Retirement Money Market Fund 156,671 119,023 --------- -------- Total investments 744,138 554,238 --------- -------- Receivables - participants (note 2) 2,526 2,298 --------- -------- Total assets 746,664 556,536 --------- -------- Net assets available for benefits $ 746,664 $556,536 ========= ======== See accompanying notes to financial statements. 5 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) 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 $ 52,646 $ 32,280 Net appreciation in fair value of investments (note 5) 15,976 31,932 ----------- ---------- Net investment income 68,622 64,212 Contributions - participants (note 2) 190,603 202,812 ----------- ---------- Total additions 259,225 267,024 Deductions from net assets attributed to benefits paid to participants (notes 2 and 3) (69,097) (59,499) ----------- ---------- Net increase 190,128 207,525 Net assets available for benefits at beginning of year 556,536 349,011 ----------- ---------- Net assets available for benefits at end of year $ 746,664 $ 556,536 =========== ==========
See accompanying notes to financial statements. 6 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) General Information The Triangle Pacific Corp. Non-Union Hourly Employees 401(k) Plan (the Plan) became effective on July 1, 1996. (2) Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan document for more detailed information. (a) General The Plan is a defined contribution plan which provides retirement benefits to hourly employees of Triangle Pacific Corp. (the Plan administrator or the Company) who are not members of a collective bargaining agreement who work at least 1,000 hours annually, with new participants required to be at least 21 years of age and employed by the Company at least one year. The Plan is administered by Triangle Pacific Corp. and advised by the profit sharing Committee appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) Contributions Participants are permitted to contribute up to 10% 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 the Fidelity Management Trust Company, the Trustee. Participants are able to direct all contributions to their account in 10% increments to the investment funds offered by the Trustee. Participants are immediately fully vested in their voluntary contributions plus actual earnings thereon. (c) Participant Accounts Each participant's account is credited with the participant's contribution and Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. (d) Investment Options Elective and nondeductible contributions may be invested in a guaranteed income fund, 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 as follows: . 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. (Continued) 7 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN Notes to Financial Statements December 31, 1999 and 1998 . 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. . 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. (e) Payment of Benefits On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum distribution or a rollover into another investment. Any disbursement less than $3,500 is required to become distributed in a lump-sum payment. The timing of the lump-sum payment will be determined by the Plan administrator or disbursed within 30 days upon filing a notice with the Employee Benefits Department. (Continued) 8 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN Notes to Financial Statements December 31, 1999 and 1998 (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 ($10,000 in 1999 and $10,000 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). (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. (Continued) 9 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN Notes to Financial Statements December 31, 1999 and 1998 (4) Units Participant accounts are assigned investment fund units/shares. The net asset value per unit/share by fund/account for the 1999 and 1998 calendar quarters ended, are as follows:
1999 quarters ended Units at ------------------------------------------------------------------- December 31, March 31 June 30 September 30 December 31 1999 --------- -------- ------------- ------------- ------------ Armstrong Holdings, $ 45.19 $ 57.81 $ 44.94 $ 33.37 191 Inc. common stock Fidelity Magellan 129.75 129.77 122.02 136.63 1,498 Fund Fidelity Equity 55.92 61.63 56.03 53.48 3,548 Income Fund Fidelity Intermediate 10.16 9.96 9.88 9.76 9,410 Bond Fund Fidelity Overseas 36.99 38.88 41.11 48.01 587 Fund Fidelity Asset 17.54 18.08 17.28 18.38 3,629 Manager Fund Fidelity Retirement 1.00 1.00 1.00 1.00 156,671 Money Market Fund 1998 quarters ended Units at ------------------------------------------------------------------- December 31, March 31 June 30 September 30 December 31 1999 --------- -------- ------------- ------------- ------------ Fidelity Magellan $ 108.81 $ 109.63 $ 97.52 $ 120.82 1,149 Fund Fidelity Equity 57.51 57.20 49.60 55.55 2,598 Income Fund Fidelity Intermediate 10.17 10.20 10.40 10.27 7,651 Bond Fund Fidelity Overseas 37.09 37.70 31.14 35.98 542 Fund Fidelity Asset 19.59 19.54 18.24 17.39 3,107 Manager Fund Fidelity Retirement 1.00 1.00 1.00 1.00 119,023 Money Market Fund
(Continued) 10 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) 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- 3). 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 $ 204,625 $ 138,809 Fidelity Equity Income Fund 189,749 144,292 Fidelity Intermediate Bond Fund 91,837 78,573 Fidelity Asset Manager Fund 66,694 54,025 Fidelity Retirement Money Market Fund 156,671 119,023 Other - less than 5% 34,562 19,516 --------- --------- Total investments $ 744,138 $ 554,238 ========= ========= During 1999 and 1998, the Plan's investments had net realized and unrealized gains (losses) as follows: 1999 1998 --------- --------- Common stock $ (3,450) $ -- Equity Funds 20,183 33,959 Fixed Income Funds (4,170) 596 Equity/Fixed Income Funds 3,413 (2,623) --------- --------- Net appreciation in fair value of investments $ 15,976 $ 31,932 ========= ========= (Continued) 11 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) 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 $ 52,646 $ 32,280 Net appreciation in fair value of investments 15,976 31,932 --------- -------- $ 68,622 $ 64,212 ========= ======== 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 Company has not yet received a determination letter from the Internal Revenue Service as of December 31, 1999. However, the Plan administrator and the Plan's management believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. (8) Plan Termination Although it has not expressed intent to do so, the Plan administrator has the right to terminate the Plan at any time, subject to the provisions of ERISA. (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 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. (Continued) 12 Schedule 1 TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) 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 $ 6,359 Fidelity Investments* Fidelity Magellan Fund 204,625 Fidelity Investments* Fidelity Equity Income Fund 189,749 Fidelity Investments* Fidelity Intermediate Bond Fund 91,837 Fidelity Investments* Fidelity Overseas Fund 28,203 Fidelity Investments* Fidelity Asset Manager Fund 66,694 Fidelity Investments* Fidelity Retirement Money Market Fund 156,671 ----------- Total investments $ 744,138 ===========
* Party-in-interest See accompanying independent auditors' report. 13 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 Triangle Pacific Corp. Non-Union Hourly Employees 401(k) 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-----