8-K 1 d8k.htm AMRSTRONG WORLD INDUSTRIES AND ARMSTRONG HOLDINGS, INC. Amrstrong World Industries and Armstrong Holdings, Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report: November 30, 2004

(Date of earliest event reported)

 

ARMSTRONG HOLDINGS, INC.

(Exact name of registrant as specified in its chapter)

 

Pennsylvania   000-50408   23-3033414
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

 

P.O. Box 3001, Lancaster, Pennsylvania   17604
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (717) 397-0611

 

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its chapter)

 

Pennsylvania   1-2116   23-0366390
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

 

P.O. Box 3001, Lancaster, Pennsylvania   17604
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (717) 397-0611

 

NA

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Section 2 – Financial Information

 

Item 2.05. Costs Associated with Exit or Disposal Activities.

 

On November 30, 2004, Armstrong Holdings, Inc. (the “Company”) issued a press release announcing plans to eliminate approximately 240 salaried jobs, largely in Armstrong World Industries’ North American flooring operations. The workforce reductions are planned over the next four months.

 

The jobs eliminated include approximately 95 account representative jobs affected by a major retailer’s decision to use a third party to merchandise Armstrong products in its stores. The other eliminations were taken in response to customer-driven changes in the marketplace. In response, the Company plans increased marketing and product development initiatives to help the Company improve competitiveness. The costs of these initiatives have not been determined.

 

The Company expects to record aggregate charges of $5.7 million during the fourth quarter of 2004 and the first quarter of 2005 for termination and outplacement assistance to the affected employees. The charges will be recorded in “Restructuring and Reorganization Charges, Net.” Upon completion, the annualized net impact of the workforce reduction is expected to reduce expenses by approximately $9.5 million.

 

The full text of the press release is attached hereto as Exhibit 99.1.

 

These materials contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements provide our expectations or forecasts of future events. Actual results could differ materially as a result of known and unknown risks and uncertainties and other factors, including: our success in effecting the workforce reduction; our success, and the costs involved, in improving competitiveness through marketing and development initiatives; our ability to successfully respond to customer-driven changes in the marketplace; the outcome of Armstrong World Industries Inc.’s (“AWI”) Chapter 11 case; our ability to maintain financial liquidity; AWI’s asbestos-related liability and any other litigation; variations in raw material and energy costs; our success in achieving manufacturing efficiencies and price increases; our success in introducing new products; product and price competition caused by factors such as worldwide excess industry capacity; interest, foreign exchange and effective tax rates; success in achieving integration of and synergies from our acquisitions; greater than expected working capital requirements; business combinations among competitors and suppliers; the strength of domestic and foreign end-use markets; effects on international operations from changes in intellectual property protection and trade regulations; and other risks, uncertainties and factors disclosed in our and AWI’s most recent reports on Forms 10-K, 10-Q and 8-K filed with the SEC. We undertake no obligation to update any forward-looking statement.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

No. 99.1 Press Release of Armstrong Holdings, Inc. dated November 30, 2004 related to its workforce reduction.

 


 

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 hereunto duly authorized.

 

ARMSTRONG HOLDINGS, INC.

By:   /s/    WALTER T. GANGL        
    Walter T. Gangl
    Deputy General Counsel and Assistant Secretary

ARMSTRONG WORLD INDUSTRIES, INC.

By:   /s/    WALTER T. GANGL        
    Walter T. Gangl
    Assistant Secretary

 

Date: December 2, 2004

 


 

EXHIBIT INDEX

 

Exhibit
No.


  

Description


No. 99.1    Armstrong Holdings, Inc. Press Release dated November 30, 2004 related to its workforce reduction.