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): SEPTEMBER 1, 2006
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ARMSTRONG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-50408 23-3033414
(State or other jurisdiction of (Commission file (I.R.S. employer
incorporation) number) 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
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ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-2116 23-0366390
(State or other jurisdiction of (Commission file (I.R.S. employer
incorporation) number) 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
NOT APPLICABLE
(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))
ITEM 7.01. REGULATION FD DISCLOSURE.
In May 2006, certain holders (the "Holders") of unsecured creditor
claims against Armstrong World Industries, Inc. ("AWI") sought to pursue
negotiations with other AWI creditors with the objective of obtaining a
consensual resolution of AWI's Chapter 11 case. To facilitate these
negotiations, AWI provided these holders pursuant to confidentiality agreements
certain summary projected financial information concerning AWI's performance in
2006 and 2007. Having received this information, the Holders became "restricted"
from entering into transactions in securities of AWI or its affiliates. AWI
agreed to make this information public upon its emergence from Chapter 11. The
Holders have requested that AWI make the financial information public at this
time, which would end the restrictions on these Holders' ability to trade in
securities of AWI or its affiliates. Given the recent confirmation of its
Chapter 11 plan (the "Plan of Reorganization"), AWI has agreed to do so. Exhibit
99.1 hereto contains a copy of such projected financial information as made
available to the Holders. Exhibit 99.2 hereto contains a reconciliation of
financial measures included therein which are not measures used under U.S.
generally accepted accounting principles ("GAAP") to the most comparable GAAP
financial measure.
The projections contained in Exhibit 99.1 were prepared by AWI's
management in the Spring of 2006, and the assumptions and estimates on which
such projections were based were not disclosed to the Holders (and are not being
disclosed herein). The projected information regarding Net Sales, Gross Profit
and Selling, General and Administrative Expenses assumed the continued conduct
in the ordinary course of AWI's operations as they existed at the time the
projections were prepared and did not include provisions reflecting acquisition
or sales of operations that have subsequently occurred or any impact that
consummation of AWI's Plan of Reorganization would have on AWI's results of
operations during the projection period, including the effect that adoption of
"fresh start accounting" under A.I.C.P.A. Statement of Position 99-1 in
connection with consummation of the Plan of Reorganization would have on AWI's
reported results of operations. Included (under the heading "Potential EBITDA
Adjustments") along with such projected financial measures are estimates of the
effects of certain contemplated, but not all possible, non-recurring
transactions and adjustments relating to the Plan of Reorganization and/or other
AWI business initiatives.
The projections contained in Exhibit 99.1 reflect AWI's reported
financial results through March 31, 2006 and management's then estimates in the
exercise of its judgment, with respect to the matters stated therein, of AWI's
expected consolidated results of operations for the balance of 2006 and for 2007
based on various assumptions and then-current expectations of the future
performance of AWI's business and of industry and economic conditions. Such
information was not prepared in accordance with A.I.C.P.A. or any other
professional standards for the preparation or presentation of financial
projections and was not reviewed by AWI's auditor or any outside expert or
advisor. The information contained in Exhibit 99.1 was not presented as, and
does not constitute, any representation or warranty by AWI or any affiliate,
director, officer, employee or other representative thereof, or by any other
person, as to the accuracy of such information or that any such projection or
estimate would be realized, and no representation or warranty is made with
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respect thereto. The projections contained in Exhibit 99.1 have not been
updated, including to reflect events, such as changes in the operations of AWI,
that have occurred since the time of their preparation.
While the assumptions and estimates used in the preparation of the
attached projections were believed by management at the time of preparation to
be reasonable under the circumstances, they were premised on numerous factors
concerning AWI's anticipated future performance and prevailing and anticipated
industry and economic conditions that were, and remain, beyond AWI's control and
which may not materialize. Projections are inherently subject to significant and
numerous uncertainties and to a wide variety of significant business, economic
and competitive risks, and actual results may vary significantly from those
contemplated by the projections. Management views the business environment for
AWI to be different from what it was in the Spring of 2006 and has different
expectations regarding industry and economic conditions than it did at that
time, and management's current estimates of AWI's consolidated results of
operations for 2006 and 2007 differ in certain respects from the projected
information contained in Exhibit 99.1. Investors, accordingly, are cautioned not
to rely on such projections in making investment decisions regarding securities
of AWI or its parent company, Armstrong Holdings, Inc.
This report contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act. Such statements provide
expectations or forecasts of future events. Our results could differ materially
due to known and unknown risks and uncertainties, including: developments in
AWI's Chapter 11 case and the magnitude of its asbestos liabilities; claims and
legal proceedings, lower construction activity reducing our market
opportunities, unavailability and/or increased costs for raw materials and
energy; success in introducing new products, achieving manufacturing
efficiencies and implementing price increases to offset increased costs; risks
related to our international trade and business; labor relations issues; price
competition stemming from factors such as worldwide excess industry capacity;
business combinations among competitors, suppliers and customers; the loss of
business with key customers; and other factors disclosed in our 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 Projected Financial Information for 2006 and 2007 (May 2006)
Exhibit 99.2 Information Regarding Non-GAAP Financial Information Included
in Exhibit 99.1
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SIGNATURE
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.
Date: September 1, 2006
ARMSTRONG HOLDINGS, INC.
By: /s/ Walter T. Gangl
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Walter T. Gangl
Deputy General Counsel and
Assistant Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Walter T. Gangl
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Walter T. Gangl
Deputy General Counsel and
Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Projected Financial Information for 2006 and 2007 (May 2006)
Exhibit 99.2 Information Regarding Non-GAAP Financial Information Included
in Exhibit 99.1
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