-----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, W0RwvBn7C69wJn4CHROXIBAX8kMw7Txa8xm8Iu/OlkXjpUZcnjbBr7HMKntuZVSH Dx22A+aFpaI9Jz9ecwTqhQ== 0001125282-02-000569.txt : 20020414 0001125282-02-000569.hdr.sgml : 20020414 ACCESSION NUMBER: 0001125282-02-000569 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC MASTER TRUST CENTRAL INDEX KEY: 0001166805 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NOT PROVIDED CITY: NOT PROVIDED STATE: NY ZIP: 11205 BUSINESS PHONE: 7182425082 SUBJECT COMPANY: 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14483 FILM NUMBER: 02549859 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 SC 13G/A 1 b316608_sc13g.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Armstrong World Industries Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Par - -------------------------------------------------------------------------------- (Title of Class of Securities) 042384107 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-(c) [_] Rule 13d-1(d) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (SC13G-07/99) CUSIP No. 13G Page of Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Armstrong World Industries Inc. Master Trust ID# 11-6529457 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION JPMorgan Chase -- New York ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY DB - 1,426,751 total 6,056,748 DC - 4,629,997 _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH DB - 1,426,751 DC - 4,629,997 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,056,748 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) DB 3.50% total 14.89% DC 11.36% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* JPM - BK Plan - DB Plan - DC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 13G Page of Pages ________________________________________________________________________________ Item 1(a). Name of Issuer: Armstrong World Industries Inc. ________________________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 2500 Columbia Avenue PO Box 3001 Lancaster, PA 17604 ________________________________________________________________________________ Item 2(a). Name of Person Filing: This Notice is filed by JPMorgan Chase as trustee for Armstrong World Industries Master Retirement Plan ________________________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 270 Park Avenue New York, NY 10017 ________________________________________________________________________________ Item 2(c). Citizenship: JPMorgan - New York ________________________________________________________________________________ Item 2(d). Title of Class of Securities: Common Par ________________________________________________________________________________ Item 2(e). CUSIP Number: 042384107 ________________________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [x] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [_] CUSIP No. 13G Page of Pages Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: As of December 31, 2001 6,056,748 (b) Percent of class: 14.89% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote , 0 (ii) Shared power to vote or to direct the vote , 6,056,748 The Plan and Trust created pursuant thereto share the power to vote 6,056,748 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of , 0 (iv) Shared power to dispose or to direct the disposition of 6,056,748. The plan and trust created pursuant thereto share the power to dispose or direct the disposition of 6,056,748 shares of common stock. The 6,056,748 shares of Common Stock are held in the Trust created pursuant to the Armstrong World Industries Master Trust Agreement dated November 1, 1999 and as between JPMorgan Chase as the Master Trustee (the Master Trustee) and for the benefit of participants in the Armstrong World Industries, Inc. Master Retirement Plan (DB) and the Armstrong World Industries, Inc. retirement Savings and Stock Ownership Plan (DC Plan). Except as set forth below, the Master Trustee is obligated under terms of the Trust and the Terms of the Plan, to vote, tender, or exchange any Common Stock beneficially owned by the Trust as directed by Participants in the Armstrong World Industries, Inc. Retirement Savings Plan (the Participants). For this purpose, each Participant acts in the capacity of a named Fiduciary with respect to all shares of Common Stock as to which such Participant has the rights of direction with respect to voting, exchange and any other rights appurtenant to such stock. Under the terms of the Trust and the terms of the Plan, the Master Trustee will vote shares of Common Stock allocated to the accounts of Participants in accordance with the instructions given by such Participants. Unallocated shares of Common Stock, together with any allocated shares for which no instructions are received, are voted by the Master Trustee in the same proportion as the shares of Common Stock for which instructions are received. The administrators of the Plan may cause the Master Trustee to dispose of shares of Common Stock under certain limited circumstances. The actions of the Master Trustee under the terms of the Trust, including but not limited to the provisions described above, are subject to the requirements of ERISA. ________________________________________________________________________________ Item 5. Ownership of Five Percent or Less of a Class. Not Applicable ________________________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable ________________________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable ________________________________________________________________________________ Item 8. Identification and Classification of Members of the Group. Not Applicable ________________________________________________________________________________ Item 9. Notice of Dissolution of Group. Not Applicable ________________________________________________________________________________ Item 10. Certifications. (a) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect." SIGNATURE After reasonable 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. February 14, 2002 -------------------------------------------- (Date) Edward Semlies -------------------------------------------- (Signature) Edward M. Semlies / Assistant Vice President -------------------------------------------- (Name/Title) Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----