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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 - September 8, 2003
(Date of Earliest Event Reported)
ARMSTRONG WORLD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-2116
Pennsylvania 23-0366390
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(State of Incorporation) (I.R.S. Employer
Identification No.)
2500 Columbia Avenue, Lancaster, PA 17603
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (717) 397-0611
ARMSTRONG HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 333-32530
Pennsylvania 23-3033414
(State of Incorporation) (I.R.S. Employer
Identification No.)
2500 Columbia Avenue, Lancaster, PA 17603
(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (717) 397-0611
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ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE.
On September 5, 2003, Armstrong World Industries, Inc. ("AWI"), the
operating subsidiary of Armstrong Holdings, Inc. ("Holdings"), filed with the
U.S. Bankruptcy Court for the District of Delaware (the "Court") certain
exhibits to its Fourth Amended Plan of Reorganization. AWI filed its plan of
reorganization and a proposed Disclosure Statement with respect to such plan on
May 23, 2003. A copy of the Fourth Amended Plan of Reorganization and a copy of
the Disclosure Statement with respect to the Fourth Amended Plan of
Reorganization, each as filed with the Court, and a copy of the press release
issued by AWI with respect to this development were filed with the U.S.
Securities and Exchange Commission as Exhibits 99.1, 99.2 and 99.3,
respectively, to AWI's Current Report on Form 8-K dated May 23, 2003.
The exhibits to the plan filed with the court by AWI include: (i) the
form of the articles of incorporation and bylaws for AWI as it will be
reorganized under the plan, (ii) the form of stockholder and registration rights
agreement which AWI will enter into with the trust for the benefit of asbestos
personal injury claimants which will be established under the plan and will
become the holder of 65.57% of the common shares of AWI upon consummation of the
plan, (iii) the form of warrant agreement with respect to the warrants to be
issued under the plan to Holdings, (iv) the form of the indentures for the three
issues of notes of reorganized AWI which may be issued under the plan, and (v)
the form of the long-term incentive plan to be established for management of the
reorganized company. In addition, certain other exhibits were filed, including a
listing of the individuals who are expected to serve as directors of reorganized
AWI upon consummation of the plan, a listing of the individuals who are expected
to serve as trustees of the trust to be established under the plan and certain
other material pertinent to the effectuation of the plan. Each of these matters
is discussed in the Disclosure Statement. A copy of each of these exhibits is
attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8,
99.9, 99.10, 99.11, 99.12 and 99.13, respectively, and are incorporated by
reference herein.
As previously disclosed, the Court approved the Disclosure Statement
with respect to the Fourth Amended Plan of Reorganization on June 2, 2003. On
June 20, 2003, AWI began circulating the Disclosure Statement to AWI's creditors
to solicit their votes on whether to approve the Fourth Amended Plan of
Reorganization. On August 29, 2003, the Court approved an extension until 5:00
p.m. (Delaware time) on Friday, October 17, 2003 of the deadline for creditors
of and claimants against AWI who are entitled to vote on AWI's proposed plan of
reorganization to vote thereon. The voting deadline was previously September 22,
2003. A hearing on confirmation of AWI's proposed plan of reorganization is
scheduled for November 17, 2003. The deadline for parties in interest to object
to the plan was not extended and remains 4:00 p.m. (Delaware time) on Monday,
September 22, 2003. If the plan is confirmed at or about the time of the
scheduled hearing, AWI currently expects that the plan will become effective at
or about the end of 2003.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Form of Amended and Restated Articles of Incorporation of
Armstrong World Industries, Inc., as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003
99.2 Form of Amended and Restated By-Laws of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.3 Form of Asbestos PI Trust Agreement of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.4 Claims Settlement Guidelines of Armstrong World Industries,
Inc., as filed with the U.S. Bankruptcy Court for the
District of Delaware on September 5, 2003
99.5 Form of the New Long-Term Incentive Plan of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.6 Form of Warrant Agreement between Armstrong World
Industries, Inc. and a warrant agent, as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003
99.7 Form of Plan Notes Indenture for Senior Notes due 2010
between Armstrong World Industries, Inc. and a trustee, as
filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.8 Form of Plan Notes Indenture for Senior Notes due 2013
between Armstrong World Industries, Inc. and a trustee, as
filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.9 Form of Stockholder and Registration Rights Agreement
between Armstrong World Industries, Inc. and Armstrong World
Industries, Inc. Asbestos Personal Injury Settlement Trust,
as filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.10 Individuals Appointed as Asbestos PI Trustees, as filed with
the U.S. Bankruptcy Court for the District of Delaware on
September 5, 2003
99.11 Individuals identified as the initial members of Board of
Directors of Reorganized Armstrong World Industries, Inc.,
as filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.12 Identity of Persons Entering into Management Agreements with
Armstrong World Industries, Inc., as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003 - None.
99.13 Form of Management Agreement of Armstrong World Industries,
Inc., as filed with the U.S. Bankruptcy Court for the
District of Delaware on September 5, 2003 - None.
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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/ Walter T. Gangl
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Name: Walter T. Gangl
Title: Assistant Secretary
ARMSTRONG HOLDINGS, INC.
By: /s/ Walter T. Gangl
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Name: Walter T. Gangl
Title: Deputy General Counsel
and Assistant Secretary
Dated: September 5, 2003
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Form of Amended and Restated Articles of Incorporation of
Armstrong World Industries, Inc., as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003
99.2 Form of Amended and Restated By-Laws of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.3 Form of Asbestos PI Trust Agreement of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.4 Claims Settlement Guidelines of Armstrong World Industries,
Inc., as filed with the U.S. Bankruptcy Court for the
District of Delaware on September 5, 2003
99.5 Form of the New Long-Term Incentive Plan of Armstrong World
Industries, Inc., as filed with the U.S. Bankruptcy Court
for the District of Delaware on September 5, 2003
99.6 Form of Warrant Agreement between Armstrong World
Industries, Inc. and a warrant agent, as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003
99.7 Form of Plan Notes Indenture for Senior Notes due 2010
between Armstrong World Industries, Inc. and a trustee, as
filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.8 Form of Plan Notes Indenture for Senior Notes due 2013
between Armstrong World Industries, Inc. and a trustee, as
filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.9 Form of Stockholder and Registration Rights Agreement
between Armstrong World Industries, Inc. and Armstrong World
Industries, Inc. Asbestos Personal Injury Settlement Trust,
as filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.10 Individuals Appointed as Asbestos PI Trustees, as filed with
the U.S. Bankruptcy Court for the District of Delaware on
September 5, 2003
99.11 Individuals identified as the initial members of Board of
Directors of Reorganized Armstrong World Industries, Inc.,
as filed with the U.S. Bankruptcy Court for the District of
Delaware on September 5, 2003
99.12 Identity of Persons Entering into Management Agreements with
Armstrong World Industries, Inc., as filed with the U.S.
Bankruptcy Court for the District of Delaware on September
5, 2003 - None.
99.13 Form of Management Agreement of Armstrong World Industries,
Inc., as filed with the U.S. Bankruptcy Court for the
District of Delaware on September 5, 2003 - None.
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