-----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, HzHN4SPOGPGfATTRQ8eFg1nytv/iKxecXi9JzI+M4jC+IKVdz6mni5avzG+QHzBe stgq2qxChQLwZFuoI5DxuQ== 0000950132-00-000341.txt : 20000510 0000950132-00-000341.hdr.sgml : 20000510 ACCESSION NUMBER: 0000950132-00-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000509 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-02116 FILM NUMBER: 623277 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2000 ARMSTRONG WORLD INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 1-2116 23-0366390 (State or other jurisdiction (Commission (IRS Employer or incorporation) File Number) Identification Number) 2500 Columbia Avenue, Lancaster, PA 17604 (Address of principal executive offices) (ZIP code) Registrant's telephone number including area code: (717) 397-6011 Item 5. Other Events Effective May 1, 2000, Armstrong Holdings, Inc. ("Holdings"), a Pennsylvania corporation, became the indirect parent holding company of Armstrong World Industries, Inc. ("Armstrong"). This restructuring was approved Armstrong's shareholders at Armstrong's 2000 annual meeting on May 1, 2000. As of the effective date, the holders of Armstrong common stock became holders of Holdings common stock and the present stock certificates representing Armstrong common stock automatically represent Holdings common stock. Each share of Holdings common stock is accompanied by a preferred stock purchase right, pursuant to the Rights Agreement dated as of March 14, 2000 by and between Armstrong Holdings, Inc. and American Stock Transfer & Trust, Inc. (the "Rights Agreement"). The Rights Agreement has terms substantially identical to those of the shareholder rights plan adopted by Armstrong in 1996. A copy of the press release dated May 1, 2000 announcing the consummation of the transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference. Pursuant to Section 12g-3(a) of the General Rules and Regulation under the Securities Exchange Act of 1934, as amended (the "1934 Act"), Holdings is a successor issuer to Armstrong and shares of common stock of Holdings and the accompanying preferred stock purchase rights are deemed registered for the purposes of Section 12(b) of the 1934 Act. The Holdings common stock and rights are listed on the New York Stock Exchange and trade under the symbol "ACK". Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 2.1 Agreement and Plan of Exchange dated as of March 14, 2000, by and among Armstrong Holdings, Inc. and Armstrong World Industries, Inc. 99.1 Press Release issued by Armstrong Holdings, Inc., dated as of May 1, 2000. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ARMSTRONG WORLD INDUSTRIES, INC. Dated: May 4, 2000 By: /s/ Deborah K. Owen Name: Deborah K. Owen Title: Senior Vice President, Secretary and General Counsel -3- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Exchange dated as of March 14, 2000, by and among Armstrong Holdings, Inc. and Armstrong World Industries, Inc. 99.1 Press Release issued by Armstrong Holdings, Inc., dated as of May 1, 2000. -4- EX-2.1 2 AGREEMENT AND PLAN OF EXCHANGE EXHIBIT 2.1 AGREEMENT AND PLAN OF EXCHANGE BETWEEN ARMSTRONG WORLD INDUSTRIES, INC. AND ARMSTRONG HOLDINGS, INC. RECITALS A. Armstrong World Industries, Inc. (the "Exchanging Corporation") is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000 shares of Common Stock, par value $1.00 per share ("AWI Common Stock"), of which 40,217,225 shares are issued and outstanding as February 18, 2000, and 20,000,000 shares of Class A Preferred Stock, without par value ("AWI Preferred Stock"), none of which are issued and outstanding as of the date hereof. B. Armstrong Holdings, Inc. (the "Acquiring Corporation") is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000 shares of Common Stock, par value $1.00 per share ("Holdings Common Stock"), of which 100 shares are issued and outstanding as of the date hereof and 20,000,000 shares of Class A Preferred Stock, without par value ("Holdings Preferred Stock"). C. The Exchanging Corporation and the Acquiring Corporation desire to effect the exchange of shares immediately contemplated hereby (the "Exchange") so that after the Exchange, the shareholders of the Exchanging Corporation hold all of the issued and outstanding shares of the Acquiring Corporation and the Exchanging Corporation is a wholly-owned subsidiary of the Acquiring Corporation. D. The Board of Directors of the Exchanging Corporation and the Acquiring Corporation have each adopted resolutions approving this Agreement and Plan of Exchange (the "Agreement") in accordance with the Pennsylvania Business Corporation Law of 1988 (the "BCL") and each directing that it be submitted to the shareholders of the Exchanging Corporation and the Acquiring Corporation, respectively, for adoption. ARTICLE I General 1.01 Parties to Exchange. The Exchanging Corporation and the Acquiring ------------------- Corporation shall effect the Exchange in accordance with and subject to the terms of this Agreement. 1.02. Effectiveness. Subject to the terms of this Agreement, the parties ------------- hereto shall file Articles of Exchange, and such other documents and instruments as are required by, and complying in all respects with, the BCL with appropriate state officials after the adoption of the Agreement by the shareholders of the Exchanging Corporation, at such time as the Exchanging Corporation and the Acquiring Corporation shall mutually agree. The Exchange shall become effective upon the filing of the Articles of Exchange in the Department of State of the Commonwealth of Pennsylvania in accordance with the terms of the Articles of Exchange (the "Effective Time"). 1.03. Termination. Notwithstanding shareholder approval of this Agreement, ----------- this Agreement may be terminated at any time prior to the Effective Time by either the Acquiring Corporation by written notice to the Exchanging Corporation prior to the Effective Time or by the Exchanging Corporation at any time prior to the Effective Time by resolution approved by its Board of Directors. 1.04. Amendment. This Agreement may be amended by the Board of Directors of --------- both the Exchanging Corporation and the Acquiring Corporation at any time prior to submission of the Agreement to the shareholders of the Exchanging Corporation for approval and, to the extent permitted by law, at any time thereafter prior to the Effective Time. ARTICLE II Capital Stock 2.01. Exchange. At the Effective Time each share of AWI Common Stock and -------- AWI Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Exchange and without any action on the part of the holders thereof, be converted into and exchanged for one share of Holdings Common Stock and one share of Holdings Preferred Stock, respectively. The Acquiring Corporation shall thereupon have acquired and be the holder of each share of AWI Common Stock and AWI Preferred Stock converted and exchanged in the Exchange. No shares of AWI Common Stock or AWI Preferred Stock shall cease to exist by reason of such conversion and exchange. Solely for the purpose of the definition of "Change of Control" in any employee benefit plan, change of control agreement or other agreement of the Exchanging Corporation, the AWI Common Stock shall be deemed to be acquired by the Acquiring Corporation directly from the Exchanging Corporation. 2.02. Stock Certificates. Following the Effective Time, each holder of an ------------------ outstanding certificate or certificates theretofore representing shares of AWI Common Stock or AWI Preferred Stock may, but shall not be required to, surrender the same to the Acquiring Corporation for new certificates representing shares of Holdings Common Stock or Holdings Preferred Stock, as the case may be, and each such holder or transferee will be entitled to receive a certificate or certificates representing the same number of shares of the Acquiring Corporation. Without any further action on the part of the Exchanging Corporation or the Acquiring Corporation, each outstanding certificate which, immediately prior to the Effective Time, represented AWI Common Stock or AWI Preferred Stock, shall from and after the Effective Time be deemed and treated for all corporate purposes to represent the ownership of the same number of shares of Holdings Common Stock or Holdings Preferred Stock, as the case maybe, as though a surrender or transfer and exchange had taken place. 2.03. Cancellation of Holdings Common and Holdings Preferred Stock held by -------------------------------------------------------------------- the Exchanging Corporation. Immediately prior to the Effective Time, each share - -------------------------- of Holdings Common and Preferred Stock issued and outstanding immediately before the Effective Time shall be cancelled and thereupon shall constitute an authorized but unissued share, and all rights in respect thereof shall cease. ARTICLE III 3.01 Articles of Incorporation of the Exchanging Corporation. The Articles ------------------------------------------------------- of Incorporation of the Acquiring Corporation in effect prior to the Effective Time and attached hereto as Attachment A shall continue to be the Articles of Incorporation of the Acquiring Corporation after the Effective Time, unaffected by the Exchange until amended, modified or repealed. 3.02 Bylaws. The Bylaws of the Acquiring Corporation in effect prior to ------ the Effective Time and attached hereto as Attachment B shall continue to be the Bylaws of the Acquiring Corporation after the Effective Time, unaffected by the Exchange, until amended, modified or repealed. 3.03 Directors. The directors of the Exchanging Corporation immediately --------- prior to the Effective Time shall be the directors of the Acquiring Corporation from and after the Effective Time until their successors are duly elected and qualified or until their earlier death, resignation or removal. 3.04 Stock Plans. The Acquiring Corporation shall assume the obligations ----------- of the Exchanging Corporation pursuant to the existing stock plans of the Exchanging Corporation. IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Exchange as of March 14, 2000. ARMSTRONG WORLD INDUSTRIES, INC. By: /s/ George A. Lorch ------------------------------- Name: George A. Lorch Title: Chairman and Chief Executive Officer ARMSTRONG HOLDINGS, INC. By: /s/ George A. Lorch -------------------------------- Name: George A. Lorch Title: Chairman and Chief Executive Officer EX-99.1 3 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Stan Steinreich May 1, 2000 -------- V.P. of Corporate Relations (717) 396-2169 Tom Waters Director of Investor Relations (717) 396-2216 ARMSTRONG SHAREHOLDERS APPROVE CREATION - --------------------------------------- OF HOLDING COMPANY - ------------------ NEW CORPORATE STRUCTURE WILL ENABLE GREATER FLEXIBILITY IN FINANCING AND - ------------------------------------------------------------------------ DEVELOPING NEW BUSINESSES - ------------------------- LANCASTER, PA - Shareholders of Armstrong World Industries (NYSE: ACK) today approved a plan to establish a holding company that will give the building materials manufacturer greater financial and organizational flexibility to more effectively compete in its global markets. The creation of a holding company was one of three key issues shareholders approved at today's annual meeting. The other topics included changes to the terms of the Management Achievement Plan and the re-election of three directors. The new entity will be called Armstrong Holdings, Inc. and will become the parent company for Armstrong World Industries, which continues to have the same operations, employees and assets as before. All current Armstrong common stock will be exchanged for Holdings common stock on a share-for-share basis. The corporate governance and dividend policy of the holding company are the same as that of Armstrong World Industries. A holding company is a parent company that conducts no business operations itself. It owns stock of operating subsidiaries and may own various investments. Its sources of revenue are cash from its subsidiaries and earnings on any investments it holds. A number of companies in the building materials industry are already organized as holdings companies, including USG Corp. and American Standard Companies Inc. "Holding companies are increasingly becoming the appropriate structure through which global companies such Armstrong grow. The new structure will better position us to compete more effectively in today's business environment," said Chairman and CEO George A. Lorch. Shareholders also voted on several changes to the company's Management Achievement Plan covering performance criteria, eligibility to receive awards under the Plan and the award maximum under the Plan. The major change in the program will be a shift from using an Economic Value Added (EVA(R)) model as the sole basis for determining awards under the Achievement Plan, to now also include other performance criteria such as: cash flow, earnings, operating income, return on shareholder's equity and sales. Management proposed the change in order to supplement EVA(R) with other financial criteria that are also directly aligned with investor evaluations of Armstrong's financial performance. In other action, shareholders re-elected three directors for terms expiring in 2003: Van C. Campbell, 61, former vice chairman of Corning Inc.; John A. Krol, 63, former chairman of E.I. duPont Nemours and Co.; and David W. Raisbeck, 50, vice chairman of Cargill, Inc. This news release contains forward looking statements related to future sales growth and earnings. Actual results could differ materially as a result of known and unknown risks and uncertainties and other factors, including the outcome of asbestos-related and other litigation, future sales growth resulting from our investment in research and development, our success in the introduction of new products, interest, foreign exchange and effective tax rates, impacts to international operations caused by changes to intellectual property protections or trade regulations, potential business combinations among our competitors or suppliers, variations in raw material and energy costs, the strength of domestic and foreign end-use markets, product and price competition caused by factors such as worldwide excess industry capacity, the political climate in emerging markets, and the successful integration of our 1998 acquisitions. Additional information on matters which could affect the company's financial results is included in its 1999 annual report and form 10-K Armstrong World Industries is a global leader in the design, innovation and manufacture of interior finishing solutions, most notably floors and ceilings. Based in Lancaster, PA, Armstrong has approximately 18,000 employees worldwide. In 1999, Armstrong's net sales totaled more than $3.4 billion. Additional information about the company can be found on the Internet at www.armstrong.com. -----END PRIVACY-ENHANCED MESSAGE-----