-----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, KmGDvnFXW8dATUDl5pq47tFXOtUSciVLlNIcWriKUfasFi9wgS1iKf44jlT3VXs3 LqYCaPYLyx5EeTFAGe7aQQ== 0000950132-97-000496.txt : 19970612 0000950132-97-000496.hdr.sgml : 19970612 ACCESSION NUMBER: 0000950132-97-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970611 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970611 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: 97622222 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 11, 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) (Identification 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. ------------ The registrant announced that on June 11, 1997 it has commenced an action in the Ontario Court (General Division) against the directors of Domco Inc., a Canadian corporation (MSE: DOC; TSE: DOC), and against Sommer Allibert, S.A., a French corporation that is the controlling shareholder of Domco. Previously, the registrant announced its intention to commence an all cash offer to purchase all of the outstanding shares of 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 press release attached hereto as Exhibit 99.01, more fully describes the notice of action and the relief sought by the registrant. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits.
Exhibit No. Description Reference ----------- ----------- --------- 99.01 Press Release (June 11, 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 11, 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 11, 1997) Filed herewith at page 5
-4- EX-99.01 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, INC. INITIATES LITIGATION IN CANADA AGAINST DOMCO INC.'S DIRECTORS AND SOMMER ALLIBERT, S.A. LANCASTER, Pennsylvania, June 11, 1997--Armstrong World Industries, Inc. (NYSE: ACK) announced today that it has commenced an action in the Ontario Court (General Division) against the directors of Domco Inc., a Canadian corporation (MSE: DOC; TSE: DOC), and against Sommer Allibert, S.A., a French corporation that is the controlling shareholder of Domco. Armstrong, as a minority shareholder of Domco, will seek a declaration that the directors of Domco have subordinated the interests of Domco and its minority shareholders to those of Sommer and have thereby breached their duties and disregarded the interests of its minority shareholders. Armstrong's will allege that Sommer instructed or induced its nominee directors of Domco to act in a manner that is contrary to their duties to Domco and its other shareholders for the purpose of permitting Sommer to merge its floor covering business, including Domco, with Tarkett AG, a competitor in the floor covering business. Armstrong will allege that Sommer is responsible for the unlawful conduct of its nominees and will seek, among other relief, an order prohibiting Sommer from instructing or inducing its nominee directors to exercise their powers or to act otherwise than in accordance with their duties to Domco and its minority shareholders. Armstrong will also be seeking mandatory orders compelling Domco's directors to comment fairly and objectively upon Armstrong's proposed bid for all of the shares of Domco which was announced on June 9, 1997 and to make their recommendations regarding the bid solely on the basis of the interests of Domco and its shareholders. 1 The litigation filed yesterday in Canada is in addition to the litigation announced by Armstrong on June 9, 1997, whereby Armstrong commenced litigation in the United States District Court for the Eastern District of Pennsylvania against Sommer, seeking to enjoin Sommer from merging its floor covering business, including Domco, with Tarkett A.G. and from continuing to misuse Armstrong's confidential information obtained pursuant to a confidentiality agreement between Armstrong and Sommer. Armstrong is a global manufacturer and marketer of interior furnishings, including floor coverings and ceiling systems, with sales of $2.156 billion in 1996. 2 -----END PRIVACY-ENHANCED MESSAGE-----