8-K

UNITED STATES

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): March 5, 2019

 ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania		17603
(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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Section 8 – Other Events
Item 8.01	Other Events.

On March 5, 2019, Armstrong World Industries, Inc. issued a press release announcing that it has completed the acquisition of the business and assets of Architectural Components Group, Inc., a Missouri-based designer and manufacturer of custom architectural specialty wood ceilings and wall solutions. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Armstrong World Industries, Inc. on March 5, 2019

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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 WORLD INDUSTRIES, INC.
By:	/s/ Mark A. Hershey
	Mark A. Hershey
	Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Date: March 5, 2019

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EX-99.1

Exhibit 99.1

Armstrong World Industries, Inc. Acquires

Architectural Components Group, Inc.

LANCASTER, Pa., March 5, 2019 -- Armstrong World Industries, Inc. (NYSE: AWI) today announced that it has completed its acquisition of Architectural Components Group, Inc. (ACGI), an industry leader in custom wood ceilings and walls.  The acquisition further advances AWI’s strategy to sell into more spaces and sell more into every space by aggressively penetrating the Architectural Specialties segment with the broadest portfolio and capabilities on the market.  ACGI marks AWI’s third acquisition in the last twelve months.

ACGI is a premier designer and manufacturer of custom architectural specialty wood ceiling and wall solutions. ACGI capabilities and product solutions will complement and enhance AWI’s existing wood ceiling and wall solutions, and further strengthen AWI’s market-leading position in the category.  ACGI is located in Marshfield, Missouri and has annual revenues of approximately $35 million. 

AWI CEO Vic Grizzle said, “ACGI has been on our radar for some time and at the top of our acquisition target list. We are extremely pleased to have them join the AWI family. The business is recognized among architects, designers and end-users as one of the leading wood product companies in our industry. Wood ceilings and walls is a double-digit growth category for AWI, and we plan to build upon ACGI’s solid foundation.”

AWI Ceilings and Walls SVP Charlie Chiappone added, “This business is truly one of the gems in our industry. Their innovative, leading-edge designs have unique attributes that architects want to specify and owners want to install. ACGI and their high-performing employees bring wood competencies and capabilities that, when combined with the Armstrong brand strength and market reach, will establish an industry-leading capability in the fast-growing wood ceiling and wall market.  ACGI will become the cornerstone of AWI’s center of excellence for our wood product portfolio.”

AWI will service all of their wood products out of the acquired Missouri facility and through existing distribution channels.  AWI funded the acquisition with available cash.  Financial terms of the transaction were not disclosed.

For more information, visit www.armstrongceilings/acgi

About Armstrong World Industries
Armstrong World Industries, Inc. (NYSE:AWI) is a global leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions.

​Uncertainties Affecting Forward-Looking Statements
Disclosures in this release and in our other public documents and comments may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Those statements provide our future expectations or forecasts and can be identified by our use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "outlook," "target," "predict," "may," "will," "would," "could," "should," "seek," and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance.  Forward-looking statements, by their nature,

address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future.  As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements.  A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission.  Forward-looking statements speak only as of the date they are made.  We do not undertake or assume any obligation to update or revise any forward-looking statements beyond what is required under applicable securities law.

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