-----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, NE87j9u45/3VqLkW1fvx4EiYsEeYNvTT43SUpziVgcZ/mp6Y44INFQIYXELh36sb tob7+fBEP+X/L6HwQy8njg== 0000950132-97-000492.txt : 19970610 0000950132-97-000492.hdr.sgml : 19970610 ACCESSION NUMBER: 0000950132-97-000492 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970609 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970609 SROS: NYSE SROS: PSE 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: 1934 Act SEC FILE NUMBER: 001-02116 FILM NUMBER: 97621132 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 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): June 9, 1997 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 of incorporation) File Number) dentification Number) 313 West Liberty Street, P.O. Box 3001, Lancaster, Pennsylvania 17604 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (717) 397-0611 Item 5. Other Events. ------------ (a) The registrant announced its intention to commence an all cash offer to purchase all of the outstanding shares of Domco Inc., a Canadian corporation ("Domco"), at CDN$23.00 per share, equivalent to US$16.67, for a total purchase price of CDN$488, equivalent to US$354 million (the "Offer"). The Offer is conditioned upon two-thirds of Domco's outstanding shares on a fully-diluted basis being validly tendered in the offer and not withdrawn, approval of the appropriate regulatory authorities and other customary conditions. The press release attached hereto as Exhibit 99.01 more fully describes the terms of the Offer and related matters. (b) In a related matter, the registrant also announced that it had filed a ten count complaint in the United Stated District Court for the Eastern District of Pennsylvania against Sommer Allibert, S.A. ("Sommer Allibert"), a corporation organized under the laws of France which is the controlling shareholder of Domco. In its complaint, the registrant seeks a preliminary and permanent injunction to enjoin Sommer Allibert from merging its floor covering business, including Domco, with Tarkett A.G., a corporation organized under the laws of Germany ("Tarkett"). The registrant alleges in its complaint that Sommer Allibert fraudulently induced the registrant to provide confidential information to Sommer Allibert during the course of negotiations concerning a proposed acquisition of Sommer Allibert's world-wide floor covering business for US$775 million (FF4.5 billion). The registrant's complaint alleges that Sommer Allibert then used the registrant's confidential information, including information concerning the registrant's proposed cash acquisition of Sommer Allibert's floor covering business, to fashion a combination with Tarkett. The registrant has also alleged that the misappropriation of its confidential information was in breach of a confidentiality agreement entered into between it and Sommer Allibert. In the complaint, the registrant seeks a court order enjoining Sommer Allibert from consummating the proposed combination with Tarkett, a court order enjoining Sommer Allibert from continuing to misappropriate the registrant's confidential information, and unspecified compensatory, exemplary and punitive damages. The press release attached hereto as Exhibit 99.02 more fully describes the complaint and the relief sought by the registrant. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits.
Exhibit No. Description Reference - ------------- ---------------------------- -------------- 99.01 Press Release (June 9, 1997) Filed herewith 99.02 Press Release (June 9, 1997) Filed herewith
-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: June 9, 1997 By: /s/ L. A. Pulkrabek --------------------------------- L. A. Pulkrabek Senior Vice President, Secretary and General Counsel -3- Exhibit Index -------------
Sequential Page No. or Exhibit No. Description Reference - ------------- ---------------------------- ------------------------ 99.01 Press Release (June 9, 1997) Filed herewith at page 5 99.02 Press Release (June 9, 1997) Filed herewith at page 12
-4- EX-99.1 2 NEWS RELEASE Exhibit 99.01 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 In Europe: Seth Goldschlager Idees/Dialogue Conseil (33) 01-44-43-79-42 In Canada: Ken Cavanagh NATIONAL Public Relations (514) 843-2386 ARMSTRONG WORLD INDUSTRIES OFFERS CDN $23.00 PER SHARE IN CASH FOR ALL SHARES OF DOMCO INC. LANCASTER, PA, June 9, 1997 -- Armstrong World Industries, Inc. (NYSE: ACK) announced today its intention to commence an all cash offer to purchase all the outstanding shares of Domco Inc. (MSE:DOC; TSE:DOC) at CDN$23.00 per share, for a total purchase price of CDN$488 million representing a premium of almost 56% over Friday's closing price. The offer will include an offer for Domco's convertible debentures, warrants and other convertible securities of an equivalent basis. The offer is conditioned upon two-thirds of the outstanding shares on a fully-diluted basis being tendered in the offer, approval of the appropriate regulatory authorities and other customary conditions. The offer is not subject to financing and has been unanimously approved by Armstrong's Board of Directors. The offer will commence as soon as practicable after receipt of the shareholder list requested from Domco today. This morning, Armstrong sent a letter to the Board of Directors of Domco, and another to the President of Sommer Allibert S.A., Domco's majority shareholder, describing its offer. The texts of both letters follow. Armstrong is a global manufacturer and marketer of interior furnishings, including floor coverings and ceiling systems, with sales of $2.156 billion in 1996. 1 ARMSTRONG GEORGE A. LORCH CHAIRMAN and CHIEF EXECUTIVE OFFICER 717/396-3463 June 9, 1997 Board of Directors c/o Mr. Jean Malliotte, Chairman Domco Inc. 1001 Yamaska Street East Farnham, Quebec Canada J2N 1J7 Gentlemen: This morning, Armstrong World Industries, Inc. is announcing that it will commence an offer for all the outstanding shares and convertible securities of Domco Inc., a company which we have long regarded with great respect as a fellow participant in the flooring industry. We believe that our offer will be heartily welcomed by most of your shareholders and we hope that it will be considered seriously and regarded objectively by your controlling shareholder. My purpose in writing to you today is to inform you directly of our offer and to outline our thoughts as to why it makes such clear and indisputable sense, both from a business perspective and from the perspective of all those who have an interest in Domco, including all of its shareholders, its employees and the communities in which it operates. The terms of our offer are simple: Armstrong will purchase all the outstanding shares (including convertible securities) of Domco for CDN$23.00 per share in cash, for a total purchase value of CDN$488 million, equivalent to US$354 million. Our offer will commence as soon as practicable. When commenced, the offer will be conditioned upon two-thirds of the outstanding shares on a fully- diluted basis being tendered in the offer, approval of the appropriate regulatory authorities and other customary conditions. All of the necessary financing is in place and our Board has unanimously approved the transaction. Surely you will agree that our offer is extremely attractive for all Domco shareholders. At CDN$23.00 per share, it represents a premium of almost 56 percent over Friday's closing price. Our offer for Domco is substantially above the valuation of Domco implied in the Sommer Allibert-Tarkett transaction. The logic of the business fit between Armstrong and Domco is compelling. The two companies have very complementary, high-quality product lines, with minimal overlap. We both have well 2 regarded and recognized brands in an increasingly segmented marketplace. By uniting these product lines under one structure, both would be able to grow strongly and simultaneously along separate, parallel paths, with multiple distribution options in the U.S. and Canada, aided by the financial strength of Armstrong. The Domco factories would strengthen Armstrong's own universe of facilities, without redundancy, providing continued employment for its current work force. We could combine our technical expertise and achieve economies of scale of our operations across our corporate activities. Together, our two companies would combine to be one of the world leaders in the flooring products industry. We also strongly believe that this offer will benefit all of Domco's constituencies more than will the complicated, highly-leveraged business combination with Tarkett A.G., a German flooring manufacturer, that Sommer Allibert S.A., your controlling shareholder, is currently proposing for all of its flooring assets. That transaction provides no value whatsoever to the minority shareholders of Domco, whose shares would simply continue to trade on the open market, with no premium from the transaction and little hope of reaping any additional benefit. Your new majority shareholder, Sommer Allibert-Tarkett, which will have separate groups of public minority shareholders, will compete with Domco directly in North America through Tarkett's existing North American operations. The potential for conflict between these two entities controlled by a combined Sommer Allibert-Tarkett is obvious. Furthermore, as I explained above, we do not envision any manufacturing redundncies in our combination. This is extremely important for Domco employees. Such an excellent fit would not necessarily be the case if Domco becomes part of a Sommer Allibert-Tarkett entity, which was expressly pointed out by the principals in that transaction in press coverage at the time of its announcement. Our combination would also be of particular importance to Quebec, which would enjoy increased export potential. This is a region to which Armstrong has already demonstrated its commitment over the past forty years. We expect to continue to manage Domco from Quebec. We hope that you will agree that our offer is very attractive to all who would be affected by it. We believe the Domco Board's fiduciary duties to its constituencies require a full and objective consideration of our offer, a favorable recommendation and a consummation of our offer. We are open to discuss these matters with you in a manner which would be most productive to providing these better values for Domco and all of its constituencies. Together, Armstrong and Domco would enjoy a bright future. As predominantly U.S. and Canadian participants in the same core businesses, Domco and Armstrong are much more 3 suitable partners than Domco and Sommer Allibert-Tarkett, a holding company whose main activities are in Europe. I am confident that our two companies would mesh well in terms of products, distribution, facilities, workforce opportunities, technical capabilities and corporate culture. I have attached the letter which we have sent to the President of Sommer Allibert. Sincerely /s/ George A. Lorch George A. Lorch Chairman and Chief Executive Officer 4 ARMSTRONG GEORGE A. LORCH CHAIRMAN and CHIEF EXECUTIVE OFFICER 717/396-3463 June 9, 1997 Monsieur Marc Assa President du Directoire Sommer Allibert 2, rue de I Egalite 92748 Nanterre Cedex France Dear Mr. Assa: This morning, Armstrong World Industries, Inc. is announcing that it will commence an all cash offer for all the outstanding common shares and convertible securities of Domco Inc., in which Sommer Allibert S.A. has a majority equity interest. My purpose in writing to you today is to inform you directly of our offer and to explain why it makes such clear and indisputable sense, both from a business perspective and from the perspective of all those who have an interest in Domco, including Sommer Allibert, Domco's public shareholders, its employees and the communities in which it operates. The terms of our offer are simple: Armstrong will purchase all the outstanding shares (including convertible securities) of Domco for CDN$23.00 per share in cash, for a total purchase value of CDN$488 million, equivalent to US$354 million. Our offer will commence as soon as practicable. When commenced, the offer will be conditioned upon two-thirds of the outstanding shares on a fully- diluted basis being tendered in the offer, approval of the appropriate regulatory authorities, and other customary conditions. All of the necessary financing is in place and our Board has unanimously approved the transaction. The logic of the business fit between Armstrong and Domco is compelling. The two companies have very complementary, high-quality product lines, with minimal overlap. We both have well regarded and recognized brands in an increasingly segmented marketplace. By uniting these product lines under one structure, both would be able to grow strongly and simultaneously along separate, parallel paths, with multiple distribution options in the U.S. and Canada, aided by the financial strength of Armstrong. The Domco factories would strengthen Armstrong's own universe of facilities, without redundancy, providing continued employment for its current work force. We could combine our technical expertise and achieve economies of scale of 5 our operations across our corporate activities. Together, the two companies would be one of the world leaders in the flooring products industry. Over the course of the past 12 months, as you know, Armstrong and Sommer Allibert have been in serious and extensive discussions in which we explored a variety of business transactions. In direct response to your invitation and solicitation, and with the understanding that you were negotiating only with us, on April 17 we submitted a proposal to Sommer Allibert to purchase its worldwide flooring and wall covering business. This of course included a proposal for all of Domco, including the minority shares, and totaled US$775 million (FF4.5 billion). After making what you yourself characterized as a full and fair proposal, we waited in good faith for your response. Therefore, after having serious discussions with you for such an extended period of time, and having been exclusively invited to submit a proposal under the mutual restrictions of a confidentiality agreement, we were disappointed when you, less than 48 hours after our proposal was rejected, announced that Sommer Allibert would enter into a complicated, highly-leveraged business combination with Tarkett A.G., a German flooring manufacturer. Tarkett offered US$562 million (FF3.3 billion) for Sommer Allibert's flooring assets, substantially less than the amount proposed by Armstrong on a comparable basis. This transaction, you later informed us, was negotiated at the same time you requested us to make our proposal. Even more striking, the Sommer Allibert- Tarkett transaction provides no value whatsoever to the minority shareholders of Domco, compared to our prior proposal, through which they would have enjoyed a significant premium to the price at which their shares were trading, and continue to trade. Indeed, it is unclear whether or not the Domco Board ever reviewed or was even ever informed of our prior proposal. And I must say, we were shocked and disappointed that our confidentiality agreement with Sommer Allibert was so obviously violated. Our new offer today is only for the North American operations controlled by Sommer Allibert, represented by Domco, whose shares are traded publicly. This offer reflects our continued effort to provide you with yet another avenue for enhancing shareholder value; at the same time, Sommer Allibert would preserve its operational involvement in this industry on a worldwide basis. Surely you will agree that our offer is extremely attractive for all Domco --- shareholders. At CDN$23.00 per share, it represents a premium of 56 percent over Friday's closing price. Our offer for Domco is substantially above the valuation of Domco implied in the Sommer Allibert-Tarkett transaction. Our offer will not only be highly preferable for Domco shareholders; it should also be beneficial for all of Sommer Allibert's shareholders, who have seen an unenthusiastic response by the marketplace to your plans, and a fall in the value of their shares by approximately 7 percent since your acquisition plans with Tarkett were announced on May 28. By providing more value, in a significantly shorter time frame, for Sommer Allibert's Domco holdings, it will benefit your shareholders and will even provide value for shareholders of Tarkett by reducing the leverage 6 that would be placed upon Sommer Allibert in its currently contemplated business combination with Tarkett. Of course, the offer would also be highly beneficial to Domco's employees and the communities in which it operates, as I explained above. We do not envision any manufacturing redundancies in our combination. This would not necessarily be the case if Domco remained as part of the Sommer Allibert-Tarkett entity, as was intimated by principals to the transaction in press coverage at the time of Sommer Allibert's announcement. We hope that you will agree with us that this transaction is very attractive to all the many constituents who will be affected by it. We believe that the fiduciary duties to these constituencies of the respective Boards of Sommer Allibert and Domco require a full and objective consideration, and consummation, of our offer. We are open to discuss these matters with you; our strong preference is to enter into a negotiated transaction. We look forward to hearing from you as soon as possible. Sincerely, /s/ George A. Lorch George A. Lorch Chairman and Chief Executive Officer 7 EX-99.2 3 NEWS RELEASE Exhibit 99.02 Media Contact: Camilla L. Collova Investor Contact: Warren Posey V.P. & Director Assistant Treasurer Corporate Relations (717) 396-2216 (717) 396-2169 Tom Daly/David Kronfeld Kekst and Company (212) 521-4800 ARMSTRONG WORLD INDUSTRIES, INC. FILES COMPLAINT AGAINST SOMMER ALLIBERT, S.A. IN UNITED STATES DISTRICT COURT LANCASTER, PA., June 9, 1997--Armstrong World Industries, Inc. (NYSE: ACK) announced today that it has filed a ten count complaint in the United States District Court for the Eastern District of Pennsylvania against Sommer Allibert, S.A., a French corporation that is also the controlling shareholder of Domco Inc., a Canadian corporation (MSE:DOC; TSE:DOC). Earlier today, Armstrong announced its intention to commence an all cash offer to purchase all of the outstanding shares of Domco at CDN$23.00 per share. In its complaint, Armstrong seeks a preliminary and permanent injunction to enjoin Sommer Allibert from merging its floor covering business, including Domco, with Tarkett A.G., a corporation organized under the laws of Germany, which also competes with Armstrong in the floor covering business. The proposed merger was announced on May 28, 1997. Armstrong's complaint alleges that Sommer Allibert fraudulently induced Armstrong to provide confidential information to Sommer Allibert during the course of negotiations between Armstrong and Sommer Allibert concerning a proposed acquisition of Sommer Allibert's world-wide floor covering business by Armstrong for US$775 million (FF4.5 billion). The complaint further alleges that Sommer Allibert (and other as-yet unnamed co-conspirators), contrary to the express provisions of a confidentiality agreement entered into between it and Armstrong, used certain confidential information provided by Armstrong, including information concerning Armstrong's proposed cash acquisition of Sommer Allibert's floor covering business, to fashion the Sommer Allibert/Tarkett combination. Sommer Allibert's actions, according to the complaint, are in breach not only of the confidentiality agreement, but also of Sommer Allibert's obligation to deal and negotiate in good faith. In addition to asking the Court to enjoin Sommer Allibert from entering into an agreement with Tarkett, Armstrong also seeks to enjoin Sommer Allibert from continuing to misuse Armstrong's confidential information. The complaint also seeks compensatory, exemplary and punitive damages. Armstrong is a global manufacturer and marketer of interior furnishings, including floor coverings and ceilings systems, with sales of $2.156 billion in 1996. -----END PRIVACY-ENHANCED MESSAGE-----