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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 -May 23, 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
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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
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ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE.
On May 23, 2003, Armstrong World Industries, Inc. ("AWI"), the major
operating subsidiary of Armstrong Holdings, Inc. ("Holdings"), filed with the
U.S. Bankruptcy Court for the District of Delaware (the "Court") its Fourth
Amended Plan of Reorganization and its proposed Disclosure Statement with
respect to such plan, which included, as Exhibit C to the Disclosure Statement,
revised projected financial information for AWI as it would be reorganized under
the plan. 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
(including the revised projected financial information as Exhibit C to the
Disclosure Statement), each as filed with the Court, and a copy of the press
release issued by AWI with respect to this development are attached hereto as
Exhibits 99.1, 99.2 and 99.3 respectively, and incorporated by reference herein.
As previously disclosed, on December 6, 2000, AWI filed a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code in Court in
order to use the court-supervised reorganization process to achieve a resolution
of its asbestos personal injury liability. Also filing under chapter 11 of the
U.S. Bankruptcy Code were two of AWI's wholly-owned subsidiaries, Nitram
Liquidators, Inc. and Desseaux Corporation of North America, Inc. The chapter 11
cases are being jointly administered under case number 00-4471 (RJN) (the
"Chapter 11 Case"). On November 4, 2002, AWI filed a Plan of Reorganization with
the Court. On December 20, 2002, AWI filed a Disclosure Statement with respect
to that plan with the Court. On March 14, 2003, AWI filed its First Amended Plan
of Reorganization and a Disclosure Statement with respect to the First Amended
Plan of Reorganization with the Court. On April 3, 2003, AWI filed its Second
Amended Plan of Reorganization with the Court. On May 1, 2003, AWI filed with
the Court its Third Amended Plan of Reorganization and Disclosure Statement with
respect to the Third Amended Plan of Reorganization.
The amendments to the Third Amended Plan of Reorganization made in
the Fourth Amended Plan of Reorganization (the "Plan") have been agreed upon by
certain parties in interest in the Chapter 11 Case and mostly consist of
modifications to reflect (i) the revisions to the projected financial
information for reorganized AWI included in the disclosure statement and (ii) a
global settlement with asbestos property damage claimants recently reached by
the parties in interest.
AWI had filed with the Court on December 26, 2002 projected financial
information respecting AWI as it would be reorganized in connection with the
initial disclosure statement that it filed with the Court on December 20, 2002.
The projected financial information originally submitted was based on factual
information available to AWI and its advisors, and on work done and assumptions
made, in December 2002 and assumed an effective date of the Plan of July 1,
2003. In light of developments regarding AWI's business since December 2002 and
current economic and financial conditions, including AWI's financial results for
the first quarter of 2003 as recently announced and filed with the U.S.
Securities and Exchange Commission as part of its Form 10-Q Quarterly Report,
AWI revised and updated this projected financial information in the form of the
revised Exhibit C filed with the Disclosure Statement on May 23, 2003. The
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revised projected financial information reflects differences in the projected
financial performance of reorganized AWI from that presented in the previously
submitted projected information that is adverse and not immaterial. Based on the
revised projected financial information, the estimated range of reorganization
value of reorganized AWI that was discussed in the Disclosure Statement with
respect to the Third Amended Plan of Reorganization was reduced in the Fourth
Amended Plan of Reorganization to a degree that is not immaterial, and,
correspondingly, under the Plan the expected recoveries that will be achieved by
creditors of AWI and the expected value of distributions in respect of AWI's
equity will be reduced.
Specifically, the principal amendments set forth in the Plan and
Disclosure Statement as filed on May 23, 2003 include:
o a provision that the treatment of asbestos property damage
claims will be as set forth in the agreement with respect
to the resolution of all outstanding asbestos property
damage claims and related issues relating to asbestos
property damage claims to be submitted to and approved by
the Court, and conforming modifications to related
provisions of the Plan;
o a reduction of the estimated reorganization value for AWI
from between $2,700 million and $3,300 million to between
$2,400 million and $3,000 million (with a midpoint
valuation reduced from $3,000 to $2,700 million);
o a reduction of the estimated equity value of the common
shares of reorganized AWI (based on the residual value of
the equity of reorganized AWI) from between $25.60 and
$34.40 per share to between $24.66 and $35.30 per share,
with a midpoint value remaining at $30.00 per share (with
the assumed number of common shares of reorganized AWI to
be distributed under the Plan reduced from 67.5 million
shares to approximately 56.4 million shares);
o a reduction of the estimated value of the warrants to be
issued under the Plan to Holdings from $40-$50 million to
$35-$40 million, an amount which, when divided by the
number of shares of Holdings outstanding, will equal $0.86
to $0.98 per share; and
o certain other conforming changes in the Plan and other
portions of the Disclosure Statement reflecting the
revised financial information and estimated reorganization
value.
Upon consummation of the Plan, Holdings will have no material assets
other than the New Warrants. The board of directors of Holdings will propose to
Holdings' shareholders for approval the dissolution and the delivery to
Holdings' shareholders of the New Warrants as liquidating distributions, subject
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to payment or provision for Holdings' liabilities and completion in other
respects of Holdings' winding up. There is no assurance that, after completion
of Holdings' winding up, Holdings will be able to distribute all or any part of
the New Warrants to Holdings' shareholders or the value of any liquidating
distribution that will be made by Holdings.
Subject to Court approval, the Disclosure Statement with respect to
the Fourth Amended Plan of Reorganization will be circulated to AWI's creditors
to solicit their votes on whether to approve the Fourth Amended Plan of
Reorganization. The Disclosure Statement will also be sent to Holdings'
shareholders, although they will not be entitled to vote on the Fourth Amended
Plan of Reorganization. A Court hearing regarding the Disclosure Statement with
respect to the Fourth Amended Plan of Reorganization is scheduled for May 30,
2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Fourth Amended Plan of Reorganization of Armstrong World
Industries, Inc., dated May 23, 2003, as filed with the
U.S. Bankruptcy Court for the District of Delaware
99.2 Disclosure Statement with respect to the Fourth Amended
Plan of Reorganization of Armstrong World Industries,
Inc., dated May 23, 2003, as filed with the U.S.
Bankruptcy Court for the District of Delaware
99.3 Press Release of Armstrong World Industries, Inc., dated
May 23, 2003
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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: May 23, 2003
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Fourth Amended Plan of Reorganization of Armstrong World
Industries, Inc., dated May 23, 2003, as filed with the
U.S. Bankruptcy Court for the District of Delaware
99.2 Disclosure Statement with respect to the Fourth Amended
Plan of Reorganization of Armstrong World Industries,
Inc., dated May 23, 2003, as filed with the U.S.
Bankruptcy Court for the District of Delaware
99.3 Press Release of Armstrong World Industries, Inc., dated
May 23, 2003
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