-----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, RYF+xExyeujHkQma5bURbJzCjlGAcAp8AHnVK0QyuvbpiZxcg5MS5OJFBwHnj1Ql cX6Wd0biMYNqLD+c1jQj/w== 0000950130-98-003495.txt : 19980710 0000950130-98-003495.hdr.sgml : 19980710 ACCESSION NUMBER: 0000950130-98-003495 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980709 SROS: NYSE GROUP MEMBERS: ARMSTRONG WORLD INDUSTRIES INC GROUP MEMBERS: SAMPLING AQUISITION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIANGLE PACIFIC CORP CENTRAL INDEX KEY: 0000230602 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 942998971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-07633 FILM NUMBER: 98663202 BUSINESS ADDRESS: STREET 1: 16803 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75266-0100 BUSINESS PHONE: 2148872000 MAIL ADDRESS: STREET 1: 16803 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75266-0100 FILED BY: 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 14D1/A BUSINESS ADDRESS: STREET 1: P O BOX 3001 STREET 2: 313 W LIBERTY ST CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: P.O. BOX 3001 CITY: LANCASTER STATE: PA ZIP: 17604 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) ------------------------ TRIANGLE PACIFIC CORP. (Name of Subject Company) SAPLING ACQUISITION, INC. ARMSTRONG WORLD INDUSTRIES, INC. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 895912 10 3 (Cusip Number of Class of Securities) ------------------------ DEBORAH K. OWEN VICE PRESIDENT AND SECRETARY SAPLING ACQUISITION, INC. C/O ARMSTRONG WORLD INDUSTRIES, INC. 313 WEST LIBERTY STREET P.O. BOX 3001 LANCASTER, PENNSYLVANIA 17604-3001 (717) 397-0611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: ROBERT E. KING, JR., ESQ. BONNIE A. BARSAMIAN, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ------------------------ CALCULATION OF FILING FEE ================================================================================ Transaction Valuation * : $940,780,667 Amount of Filing Fee: $188,157 ================================================================================ * For purposes of calculating the fee only. This amount assumes the purchase of 16,951,003 shares of common stock, par value $.01 per share ("Shares") of Triangle Pacific at a price per share of $55.50 in cash. Such number of shares represents all the Shares outstanding as of June 9, 1998, determined on a fully diluted basis. The amount of the filing fee, calculated in accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $188,157 Filing Party: Armstrong World Industries Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1998
================================================================================ (Continued on following pages) (Page 1 of 3 pages) AMENDMENT NO. 3 TO SCHEDULE 14D This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on June 19, 1998, as amended by Amendment No. 1 filed with the Commission on June 25, 1998 and Amendment No. 2 filed with the Commission on July 2, 1998 (as amended, the "Schedule 14D-1"), by Armstrong World Industries, Inc., a Pennsylvania corporation ("Parent"), and Sapling Acquisition, Inc. (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent, relating to the tender offer of the Purchaser to purchase all of the outstanding shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Triangle Pacific Corp., a Delaware corporation, at a purchase price of $55.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 19, 1998 as supplemented by the First Supplement to the Offer to Purchase dated July 2, 1998 (as supplemented, the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Unless the context otherwise requires, capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. The Schedule 14D-1 is hereby supplemented and/or amended as provided below: OFFER TO PURCHASE The Offer to Purchase, which is filed as Exhibit (a)(1) to the Schedule 14D-1, as supplemented by the First Supplement to the Offer to Purchase, which is filed as Exhibit (a)(9) to Amendment No. 2 to the Schedule 14D-1, is hereby supplemented and/or amended as provided below (Section references correspond to Sections in the Offer to Purchase): "14. CERTAIN CONDITIONS TO THE OFFER" Clause (iii) of the first paragraph under this Section is amended and restated in its entirety as follows: "(iii) at any time on or after the date of this Offer to Purchase and on or prior to the Expiration Date, any of the following events shall have occurred:" 2 SIGNATURE After due 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: July 7, 1998 SAPLING ACQUISITION, INC. By: /s/ Deborah K. Owen -------------------------------------------- Deborah K. Owen Vice President and Secretary ARMSTRONG WORLD INDUSTRIES, INC. By: /s/ Deborah K. Owen -------------------------------------------- Deborah K. Owen Senior Vice President, Secretary and General Counsel 3
-----END PRIVACY-ENHANCED MESSAGE-----