-----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, N81PJcegTTRbDc+zLvSMo4CUNjskAYqn+Akn9+kblBYRUmpnVy3s61p5nWFRx1Sc HNVwxgtaFcR3ra60aYEC3g== 0000950132-98-000503.txt : 19980611 0000950132-98-000503.hdr.sgml : 19980611 ACCESSION NUMBER: 0000950132-98-000503 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980605 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980610 SROS: NYSE 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: 98645672 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: June 5, 1998 (Date of earliest event reported) Armstrong World Industries, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-2116 23-0366390 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 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 Page 1 of 4 Pages Exhibit Index Located at Page 4 Item 5. Other Events ------------ The Press Release attached hereto as Exhibit 99.1 is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Financial statements of business acquired (Not applicable) (b) Pro forma financial information (Not applicable) (c) Exhibits 99.1 Press Release, dated June 5, 1998, with respect to the tender offer for DLW Aktiengesellschaft. Page 2 of 4 Pages SIGNATURE 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. (Registrant) Dated: June 5, 1998 By: /s/ Deborah K. Owen ---------------------- Deborah K. Owen Senior Vice President, Secretary and General Counsel Page 3 of 4 Pages EXHIBIT INDEX ------------- The following Exhibits are filed herewith: Exhibit Page No. Number Description Herein - ------- ---------------------------------------- -------- 99.1 Press Release, dated June 5, 1998, with respect to the tender offer for DLW Akiengesellschaft. Page 4 of 4 Pages EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 ------------
Media Contact: Cam Collova Investor Contact: Warren M. Posey Armstrong World Industries Armstrong World Industries VP, Corporate Relations Assistant Treasurer (717) 396-2169 (717) 396-2216 Tom Daly/David Kronfeld Kekst and Company (212) 521-4800 In Germany: Michael Kruesmann Gavin Anderson & Company 011-(49) 89-95 96 10-0
FOR IMMEDIATE RELEASE --------------------- ARMSTRONG WORLD INDUSTRIES, INC. ANNOUNCES INTENTION TO COMMENCE TENDER OFFER FOR DLW AKTIENGESELLSCHAFT AT DM 350 PER SHARE Alliance of Armstrong World Industries, Inc. and DLW Aktiengesellschaft Would Greatly Enhance Their Global Competitive Position LANCASTER, PA and BIETIGHEIM-BISSINGEN, GERMANY, JUNE 5, 1998 - Armstrong World Industries, Inc. (NYSE: ACK) and DLW Aktiengesellschaft (Frankfurt Stock Exchange: DLW) jointly announced today that Armstrong intends to launch a tender offer for all the shares outstanding of DLW at a purchase price of DM 350 per share. The transaction would place a total equity value on DLW of DM 495 million (approx. $275 million) which implies a total enterprise value of DM 620 million ($340 million), including indebtedness. This would represent a 39% premium to DLW shareholders over the average closing price per share for the latest three months. The transaction has been unanimously approved by the Board of Directors of Armstrong, subject to the approvals stated below, and has received the unanimous support of the Management Board of DLW. The transaction has already received the approval of two of DLW's key shareholders, Allianz Holding AG and Baden- Wurttembergische Bank AG, who have committed to sell their shares to Armstrong. Together Allianz and Baden-Wurttembergische Bank hold 23.36% of DLW. To complete the tender offer, Armstrong will seek to acquire at least 75% of the total shares of DLW, including the shares of Allianz and Baden- Wurttembergische Bank. The effective launch of the tender offer is subject to customary corporate governance approvals, and the completion of the tender offer would be subject to customary regulatory approvals. George A. Lorch, Chairman & Chief Executive Officer of Armstrong, said, "This will be an important strategic combination, both for Armstrong and DLW. The transaction will provide the combined entities with the critical size necessary to be a leading player in the consolidating global flooring market. DLW will become an integral part of a leading global flooring company, moving beyond its traditional strength in Europe. At the same time, DLW will provide Armstrong with an expanded presence in Europe that could serve as a continuing platform for growth." "Specifically, the combination of the two companies will have greater market reach and a wider array of products to offer distributors and customers. In addition, we expect to be able to achieve economies of scale and greater profitability. Employees of both companies will be part of a stronger, more distinctive global competitor." Dr. Bemd Pelz, Chairman of DLW, said, "Over the past few years, we have worked hard to refocus DLW on its core strengths and improve profitability, and I am proud of what we have accomplished. Today we have begun the next step, combining with one of the world's most recognized brand names in flooring. Together we will benefit from the combination of management expertise and technical talent that will allow us to offer a more complete line of flooring products to an even wider customer base. The transaction will provide excellent value to our shareholders and will establish for our employees a strong platform from which to grow in the future. DLW, headquartered in Bietigheim-Bissingen, Germany, is the leading flooring manufacturer in Germany and the third largest flooring manufacturer in Europe. Total 1997 sales were DM 1,184 million (approx. $680 million) with approximately 4,400 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. Combined 1997 pro forma floor covering sales for Armstrong and DLW would have amounted to DM 2,850 million($1,640 million) worldwide and to DM 1,160 million ($645 million) in Europe. Note: Safe Harbor Statement under the Private Securities Litigation Reform Act ------------------------------------------------------------------------ of 1995: - ------- This press release contains forward-looking statements regarding Armstrong World Industries, Inc.'s results and trends in its business. These statements are based largely on the company's expectations and are subject to a number of risks and uncertainties, many of which are beyond the company's control. Such risks include the successful consummation of the tender offer, management's ability to integrate the company's flooring operations with DLW Aktiengesellschaft's operations, the company's ability to achieve the anticipated economies of scale and profitability margins and employee satisfaction with the transaction, among others. These risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements. We also refer to the company's filings with the Securities and Exchange Commission, which include descriptions of additional risks and uncertainties. -----END PRIVACY-ENHANCED MESSAGE-----