-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PgKVWubFi1YAtrcd4Nyw1I6nNuVfo7i+hsaAE/kFeaicHWteGRad2laNn2Co40CL ndanLYGpAYncCEeDGLxcqA== 0000950144-94-000408.txt : 19940215 0000950144-94-000408.hdr.sgml : 19940215 ACCESSION NUMBER: 0000950144-94-000408 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 GROUP MEMBERS: WACHOVIA BANK OF NORTH CAROLINA,NA GROUP MEMBERS: WACHOVIA CORP/ NC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: 3089 IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-14483 FILM NUMBER: 94507702 BUSINESS ADDRESS: STREET 1: P O BOX 3001 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 301 N MAIN STREET CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 191 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 SC 13G/A 1 ARMSTRONG WORLD 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 ) Armstrong World Industries Incorporated --------------------------------------- (NAME OF ISSUER) Common --------------------------------------- (TITLE OF CLASS OF SECURITIES) 042476101 --------------------------------------- (CUSIP NUMBER) CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT / / Page 1 of 7 2 (1) Names of Reporting Persons S.S. or I.R.S. Wachovia Corporation Identification Nos. of Above Persons 56-1473727 (2) Check the Appropriate Box if a Member of a Group (See (A) N/A Instructions) (B) N/A (3) SEC Use Only (4) Citizenship or Place of Organization North Carolina Number of Shares (5) Sole Voting Power 1,814,911.00 Beneficially (6) Shared Voting Power 22,800.00 Owned by Each (7) Sole Dispositive Power 1,740,715.00 Reporting Person (8) Shared Dispositive Power 13,667.00 With (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,837,711.00 (10) Check if Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) (11) Percent of Class Represented by Amount in Row 9 4.9% (12) Type of Reporting Person (See Instructions) HC/Trustee
Page 2 of 7 3 (1) Names of Reporting Persons S.S. or I.R.S. Wachovia Bank of North Carolina, NA Identification Nos. of Above Persons 56-0927594 (2) Check the Appropriate Box if a Member of a Group (See (A) N/A Instructions) (B) N/A (3) SEC Use Only (4) Citizenship or Place of Organization United States Number of Shares (5) Sole Voting Power 1,791,682.00 Beneficially (6) Shared Voting Power 10,800.00 Owned by Each (7) Sole Dispositive Power 1,740,715.00 Reporting Person (8) Shared Dispositive Power 13,667.00 With (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,802,482.00 (10) Check if Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) (11) Percent of Class Represented by Amount in Row 9 4.8% (12) Type of Reporting Person (See Instructions) Bank/Trustee
Page 3 of 7 4 ITEM 1 (A) NAME OF ISSUER: Armstrong World Industries Incorporated ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: P.O. Box 3001 Lancaster, Pennsylvania 17604 ITEM 2 (A) NAME OF PERSON FILING: A. Wachovia Corporation B. Wachovia Bank of North Carolina, NA ITEM 2 (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: A. 301 North Main Street Winston-Salem, North Carolina 27150-3099 B. 301 North Main Street Winston-Salem, North Carolina 27150-3099 ITEM 2 (C) CITIZENSHIP: A. North Carolina B. United States ITEM 2 (D) TITLE OF CLASS OF SECURITIES: Common ITEM 2 (E) CUSIP NUMBER: 042476101 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-3(B), CHECK WHETHER THE PERSON FILING IS A: (A) ( ) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE ACT (B) (X) BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT (Wachovia Bank of North Carolina, NA) (C) ( ) INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19) OF THE ACT (D) ( ) INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT (E) ( ) INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940
Page 4 of 7 5 (F) ( ) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 OR ENDOWMENT FUND; SEE 240.13D-1(B)(1)(II)(F) (G) (X) PARENT HOLDING COMPANY, IN ACCORDANCE WITH 240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7) (Wachovia Corporation) (H) ( ) GROUP, IN ACCORDANCE WITH 240.13D-1(B)(1)(II)(H) ITEM 4 OWNERSHIP. IF THE PERCENT OF THE CLASS OWNED, AS OF DECEMBER 31 OF THE YEAR COVERED BY THE STATEMENT, OR AS OF THE LAST DAY OF ANY MONTH DESCRIBED IN RULE 13D-1 (B)(2), IF APPLICABLE, EXCEEDS FIVE PERCENT, PROVIDE THE FOLLOWING INFORMATION AS OF THAT DATE AND IDENTIFY THOSE SHARES WHICH THERE IS A RIGHT TO ACQUIRE. A. WACHOVIA CORPORATION (A) AMOUNT BENEFICIALLY OWNED: 1,837,711.00 --------------- (B) PERCENT OF CLASS: 4.9% ----------------- (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 1,814,911.00 --------------- (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 22,800.00 --------------- (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION 1,740,715.00 --------------- (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION 13,667.00 --------------- B. WACHOVIA BANK OF NORTH CAROLINA, NA (A) AMOUNT BENEFICIALLY OWNED: 1,802,482.00 --------------- (B) PERCENT OF CLASS: 4.8% ----------------- (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 1,791,682.00 --------------- (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 10,800.00 --------------- (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION 1,740,715.00 --------------- (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION 13,667.00 ---------------
Page 5 of 7 6 ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Yes ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. The securities to which this report relates are held by Wachovia Bank of North Carolina, NA and Wachovia Bank of Georgia, NA as trustees. This filing should not be construed as an admission that the trustees or their parent, Wachovia Corporation, are, for the purposes of Section 13(d) or 13(g) of the Act, beneficial owners of any securities covered by this statement. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9 NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10 CERTIFICATION: BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES 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. DATE: February 14, 1994 FOR: Wachovia Corporation BY: /s/ Hugh M. Durden ---------------------------------------- Hugh M. Durden, Executive Vice President
Page 6 of 7 7 CERTIFICATION: BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES 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. DATE: February 14, 1994 FOR: Wachovia Bank of North Carolina, NA BY: /s/ Marianne B. Price ---------------------------------------- Marianne B. Price, Senior Vice President Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----