UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
ARMSTRONG HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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What is a warrant?
A warrant is a right to purchase a predetermined number of shares of stock of a
company in the future at a specified price.
The new warrants proposed in the Plan of Reorganization for Armstrong World
Industries, Inc. ("AWI") will have an exercise price equal to 125% of the Equity
Value (the agreed upon stock value of reorganized AWI, which will be set forth
in the final, Court approved Disclosure Statement for the Plan of
Reorganization) and will have a term of 7 years from the effective date of AWI's
reorganization. If the stockholders of Armstrong Holdings, Inc. ("AHI"), AWI's
indirect parent company, approve the Plan of Liquidation for AHI, AWI's Plan of
Reorganization proposes to distribute the warrants to AHI for potential
distribution to AHI's stockholders under AHI's Plan of Liquidation. The warrants
are expected to have a value of $40-50 million.
Where is the existing common stock of Armstrong Holdings, Inc. ("AHI") currently
traded?
The common stock of AHI is now quoted on the OTC (over-the-counter) Bulletin
Board ("OTCBB") with the ticker symbol of ACKHQ. The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices, and volume
information in OTC equity securities. Information about the OTCBB may be found
on the Internet at www.otcbb.com.
AHI's common stock previously had been traded on the New York Stock Exchange
("NYSE") under the ticker symbol ACK until the NYSE determined to suspend its
trading following the filing of AWI's Plan of Reorganization.
Where do holders of AKK fit into the Plan of Reorganization?
The claims of holders of AKK bonds as well as ACK08 bonds are treated in Class
6, within the class of unsecured creditors, under the Plan of Reorganization.
When will Armstrong World Industries, Inc. ("AWI") emerge from Chapter 11?
There are a number of steps that must be taken prior to AWI reorganizing and
emerging from Chapter 11. These steps include:
- - AWI will file with the Court for its approval a proposed Disclosure Statement.
In a Chapter 11 case, a disclosure statement is used to solicit votes to accept
or reject a Plan. Prior to soliciting votes, the Court must determine that the
disclosure statement contains "adequate information" to enable holders of claims
to make an informed judgment to accept or reject the Plan.
- - The Bankruptcy Court will hold a hearing to determine whether the proposed
Disclosure Statement contains "adequate information" and to approve procedures
for the solicitation of votes on the Plan.
- - If the Court determines that the proposed Disclosure Statement contains
"adequate information," the Disclosure Statement and AWI's Plan of
Reorganization will be distributed to creditors for voting on the Plan of
Reorganization and to other interested parties.
- - Creditors with unsecured claims and holders of asbestos personal injury and
asbestos property damage claims will then vote on whether to accept or reject
AWI's Plan of Reorganization.
- - After the solicitation of votes, the Court will hold a hearing to consider
confirmation of AWI's Plan of Reorganization.
- - If AWI's Plan of Reorganization is confirmed and certain conditions to the
Plan becoming effective are satisfied, the Plan of Reorganization will be
implemented, and AWI will emerge from Chapter 11.
When will the hearing on the proposed Disclosure Statement for AWI's Plan of
Reorganization occur?
The proposed Disclosure Statement for AWI's Plan of Reorganization has not yet
been filed with the Court. AWI is continuing to work with the Unsecured
Creditors' Committee, the Asbestos Claimants' Committee, and the Future
Claimants' Representative to prepare a Disclosure Statement that will be filed
with the Court. At this time, we cannot predict when the hearing on the proposed
Disclosure Statement will occur.
IMPORTANT INFORMATION
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In connection with the proposed Plan of Reorganization of Armstrong World
Industries, Inc. ("AWI"), the Board of Directors of Armstrong Holdings, Inc.
("AHI") contemplates proposing the dissolution and winding-up of AHI. In that
regard, AHI intends to file relevant materials with the U.S. Securities and
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Exchange Commission ("SEC"), including a proxy or consent solicitation statement
with respect to approval by AHI's shareholders of the dissolution of AHI and a
plan of liquidation. Because those documents will contain important information,
stockholders of AHI are urged to read them, if and when they become available.
When filed with the SEC, they will be available for free at the SEC's website,
www.sec.gov. AHI stockholders will receive information at an appropriate time on
how to obtain documents related to such matters for free from AHI. Such
documents are not currently available.
Directors and executive officers of AHI and its subsidiaries may be deemed to be
participants in AHI's solicitation of proxies or consents from its stockholders
in connection with this matter. Information about such directors and executive
officers and their respective stock ownership and other interests is set forth
in AHI's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
Participants in AHI's solicitation may also be deemed to include various
directors, executive officers and other persons:
Directors: H. Jesse Arnelle, Van C. Campbell, Judith R. Haberkorn, John A. Krol,
Michael D. Lockhart, James E. Marley, Ruth M. Owades, M. Edward Sellers, Jerre
L. Stead
Officers: Matthew J. Angello, Leonard A. Campanaro, Chan W. Galbato, Gerard L.
Glenn, David E. Gordon, Michael D. Lockhart, Debra L. Miller, John N. Rigas,
William C. Rodruan, Stephen J. Senkowski, Barry M. Sullivan, April L. Thornton
As of the date of this communication, none of these participants individually
beneficially owns more than 1% of AHI's common stock. Except as disclosed above,
to the knowledge of AHI, none of these persons has any interest, direct or
indirect, by security holdings or otherwise, in AHI. Stockholders will be able
to obtain additional information regarding the interests of the participants by
reading the proxy or consent solicitation statement of AHI if and when it
becomes available.
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