-----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, P8W+HqH3tBpK3sVglVJ2owSlsoUW9Bolb2hFemv/O3y6soOPBxCwj6SrrVHz23dL xiUWshzVc1ImP2p/EXh17g== 0000950130-98-003668.txt : 19980729 0000950130-98-003668.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950130-98-003668 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980727 SROS: NYSE GROUP MEMBERS: ARMSTRONG WORLD INDUSTRIES INC GROUP MEMBERS: SAPLING 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: 98671411 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. 4 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. 4) (FINAL AMENDMENT) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ---------------- 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
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (Page 1 of 6 pages) CUSIP No. 532776-10-1 14D-1/A AND 13D
1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Sapling Acquisition, Inc. - ---------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of Group (a) [_] (b) [_] - ---------------------------------------------------------------------- 3. SEC Use Only - ---------------------------------------------------------------------- 4. Sources of Funds AF - ---------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] - ---------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 14, 184, 157 - ---------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - ---------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 96% - ---------------------------------------------------------------------- 10. Type of Reporting Person CO
(Page 2 of 6 pages) CUSIP No. 532776-10-1 14D-1/A AND 13D
1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Armstrong World Industries, Inc. - ---------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of Group (a) [_] (b) [_] - ---------------------------------------------------------------------- 3. SEC Use Only - ---------------------------------------------------------------------- 4. Sources of Funds WC, BK - ---------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] - ---------------------------------------------------------------------- 6. Citizenship or Place of Organization Pennsylvania - ---------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 14, 184, 157 - ---------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - ---------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 96% - ---------------------------------------------------------------------- 10. Type of Reporting Person CO
(Page 3 of 6 pages) AMENDMENT NO. 4 TO SCHEDULE 14D-1/SCHEDULE 13D This Amendment No. 4 constitutes (i) the final Amendment to the Tender Offer Statement on Schedule 14D-1 filed with the Commission on June 19, 1998, as amended by Amendment Nos. 1, 2 and 3 filed with the Commission on June 25, 1998, July 2, 1998 and July 9, 1998, respectively (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 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"); and (ii) the initial statement on Schedule 13D of the Purchaser and Parent (the "Schedule 13D," and together with the Schedule 14D-1, the "Schedules"). The information set forth in this Schedule 14D-1 shall be deemed to be incorporated by reference into the Schedule 13D. 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: ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY. (a)-(b) Pursuant to the Offer, which expired at Midnight, New York City time, on Friday, July 17, 1998, the Purchaser purchased a total of 14,184,157 Shares on July 22, 1998 (or approximately 96% of the outstanding Shares). In accordance with the terms of the Merger Agreement, after the Purchaser purchased the 14,184,157 Shares, the Purchaser merged with and into the Company on July 24, 1998, pursuant to the "short-form" merger procedure permitted under Delaware law. In connection with the Merger, each issued and outstanding Share (other than those owned by Parent, the Purchaser or any other wholly owned subsidiary of Parent, any Shares held in the treasury of the Company and Shares with respect to which appraisal rights have been demanded and perfected in accordance with applicable Delaware law) were converted into and represent the right to receive $55.50 in cash, without interest. (Page 4 of 6 pages) 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 24, 1998 Sapling Acquisition, Inc. /s/ Deborah K. Owen By: _________________________________ Deborah K. Owen Vice President and Secretary Armstrong World Industries, Inc. /s/ Deborah K. Owen By: _________________________________ Deborah K. Owen Senior Vice President, Secretary and General Counsel (Page 5 of 6 pages) EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- (a)(1)* Offer to Purchase, dated June 19, 1998. (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Form of letter, dated June 19, 1998, to brokers, dealers, commercial banks, trust companies and other nominees. (a)(5)* Form of letter to be used by brokers, dealers, commercial banks, trust companies and nominees to their clients. (a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7)* Press release issued by the Purchaser on June 13, 1998. (a)(8)* Form of Summary Advertisement, dated June 19, 1998. (a)(9)* First Supplement to the Offer to Purchase, dated July 1, 1998. (a)(10)** Press release issued by Purchaser on July 24, 1998. (b)(1)* Bank Commitment Letter, dated June 5, 1998, by and among Parent, Morgan Guaranty Trust Company of New York, Bank of America NT & SA, The Chase Manhattan Bank, J.P. Morgan Securities Inc, Bancamerica Robertson Stephens and Chase Securities, Inc. (c)(1)* Agreement and Plan of Merger, dated as of June 12, 1998, by and among the Company, the Purchaser and Parent. (c)(2)* Stock Tender Agreement, dated as of June 12, 1998, by and among certain stockholders, the Purchaser and Parent.
- -------- * Previously filed ** Filed herewith (Page 6 of 6 pages) EX-99.(A)(10) 2 PRESS RELEASE [LOGO] ARMSTRONG FOR RELEASE Media Contact: Cam L. Collova Investor Contact: Warren M. Posey VP, Corporate Relations Assistant Treasurer (717) 396-2169 (717) 396-2216 Tom Daly/David Kronfeld Kekst and Company (212) 521-4800 For Immediate Release --------------------- ARMSTRONG WORLD INDUSTRIES RECEIVES DUTCH APPROVAL FOR DLW ACQUISITION; COMPLETES ACQUISITION OF TRIANGLE PACIFIC LANCASTER, PA, July 24, 1998 -- Armstrong World Industries, Inc. (NYSE:ACK) announced today that the Dutch antitrust authorities have cleared Armstrong's proposed acquisition of DLW Aktiengesellschaft (Frankfurt Stock Exchange: DLW), the third largest flooring company in Europe. This is the final antitrust clearance needed by Armstrong in order to complete the transaction. Armstrong's tender offer to acquire all outstanding DLW shares at DM 350 per share, for a total equity value of DM 495 million (approximately $275 million), remains open until August 19, 1998. To complete the transaction, Armstrong is seeking to acquire at least 75% of the shares. DLW, headquartered in Bietigheim-Bissingen, Germany, is the leading flooring manufacturer in Germany and the third largest in Europe. Total 1997 sales were DM 1,184 million (approximately $660 million). It has 4,400 employees. 1 Armstrong today also announced that it has completed the acquisition of Triangle Pacific Corporation (NASDAQ: TRIP). Armstrong received more than 95% of Triangle Pacific shares through its tender offer which expired on July 17, and was therefore able to complete the transaction through a short-form merger procedure. Armstrong offered $55.50 cash per Triangle Pacific share, for a total equity value of approximately $890 million. Triangle Pacific, headquartered in Dallas, Texas, manufactures hardwood flooring and kitchen and bathroom cabinets. Fiscal year 1997 revenues were $652.9 million. It has a total of 5,400 employees. Armstrong is a global leader in the design, innovation and manufacture of interior finishing solutions, most notably floors and ceilings. It is also a world leader in the innovation and manufacture of pipe insulation, gasket material and textile machine parts. Based in Lancaster, PA, Armstrong has approximately 10,600 employees worldwide. In 1997 its net sales totaled $2.2 billion. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----