EXHIBIT 99.3
ARMSTRONG
ARMSTRONG FILES FOURTH AMENDED
PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT
LANCASTER, PA (MAY 23, 2002) Armstrong World Industries, Inc., (AWI) the
operating subsidiary of Armstrong Holdings, Inc. (AHI) (OTC Bulletin
Board:ACKHQ), has filed its fourth amended Plan of Reorganization (POR) and
proposed Disclosure Statement with the U.S. Bankruptcy Court in Wilmington, DE.
The proposed Disclosure Statement contains revised projected financial
information for reorganized AWI required for the Chapter 11 process.
As previously disclosed in AHI's first-quarter Form 10-Q, the
revisions reflect developments regarding AWI's business since December 2002 and
current economic and financial conditions and are adverse in comparison to the
projections previously filed by AWI in the Chapter 11 process to a degree that
is not immaterial. These projections factor prominently into the valuation of
the consideration to be distributed under the POR.
The Court must approve the proposed Disclosure Statement, which
provides details of the POR, before AWI can solicit votes on its POR. The POR
will only become effective after a vote of various classes of creditors and with
the approval of the Court. The Court has scheduled a hearing on the proposed
Disclosure Statement for May 30, 2003. Creditors of AWI and shareholders of AHI
are encouraged to read the POR and the proposed Disclosure Statement for the
full details on the planned distributions and other items that will affect them.
The POR, Disclosure Statement and related press releases are available at
www.armstrongplan.com.
In the proposed Disclosure Statement, AWI estimates the value of
reorganized AWI at $2.4 to $3.0 billion, with a mid-point value of $2.7 billion
used for POR purposes. Based on this valuation, the revised value of the
consideration (cash and shares and notes of reorganized AWI) to be distributed
under the POR to the asbestos personal injury trust (other than certain
insurance assets) will be approximately $1.8 billion, and the value of
consideration to be distributed to holders of allowed unsecured claims (other
than convenience claims) will be approximately $982 million. Based upon the
revised financial projections, the revised estimated value of the POR
consideration, and AWI's estimate that allowed unsecured claims (other than
convenience claims) will total approximately $1.65 billion, AWI estimates that
holders of allowed unsecured claims (other than convenience claims) will receive
a recovery having a value equal to approximately 59.5% of their allowed claims.
As previously disclosed, all existing stock interests in AWI will be cancelled;
but the POR provides for a distribution of warrants of reorganized AWI to AHI.
The warrants, which AHI intends to distribute pursuant to a plan of dissolution
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to be submitted to AHI's shareholders for approval, have a revised estimated
value of approximately $35-$40 million. AWI's estimates of value and potential
recoveries are based upon a number of assumptions, which are set forth more
fully in the proposed Disclosure Statement.
Armstrong World Industries, Inc., a subsidiary of Armstrong Holdings,
Inc., is a global leader in the design and manufacture of floors, ceilings and
cabinets. In 2002, Armstrong's net sales totaled more than $3 billion. Founded
in 1860 and based in Lancaster, PA, Armstrong has 59 plants in 14 countries and
approximately 16,500 employees worldwide. More information about Armstrong is
available on the Internet at www.armstrong.com.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements provide the expectations or forecasts with respect to future events
of AHI and AWI. Actual results could differ materially as a result of known and
unknown risks and uncertainties and other factors, including factors relating to
AWI's chapter 11 filing, such as the ultimate size of AWI's asbestos-related and
other liabilities and its ability to achieve all required approvals of a plan of
reorganization; claims relating to legal, environmental or tax matters discussed
in our public filings which may affect the plan; changes in the competitive
structures of the markets and economic growth rates in areas of the world where
we do business and other risks, uncertainties and factors disclosed in AHI's and
AWI's most recent reports on Forms 10-K, 10-Q and 8-K filed with the Securities
and Exchange Commission (SEC) which may affect the company's business or
financial condition in a way that may affect the plan. We undertake no
obligation to update any forward-looking statement.
In connection with the proposed dissolution and winding-up of AHI,
AHI will file relevant materials with the SEC, including a proxy statement with
respect to approval by AHI's shareholders of the dissolution and a plan of
winding-up. Those documents will contain important information for shareholders
of AHI, who are urged to read them as they become available. They will be
available, free of charge, at the SEC's Web site, www.sec.gov, and AHI
shareholders will receive at an appropriate time such documents or information
on how to obtain such documents, free of charge, from AHI. Directors and
executive officers of AHI and its subsidiaries may be deemed to be participants
in AHI's solicitation of proxies from its shareholders in connection with its
proposed dissolution and winding-up. Information about such directors and
executive officers and their respective share ownership and other interests is
set forth in AHI's Form 10-K annual report for the fiscal year ended December
31, 2002, filed with and available from the SEC. As of the date of this
communication, none of the foregoing participants individually beneficially owns
in excess of 1% of AHI's common shares. Except as disclosed in that annual
report, to the knowledge of AHI, none of such directors or executive officers
has any interest, direct or indirect, by security holdings or otherwise, in AHI.
Shareholders will be able to obtain additional information regarding the
interests of the participants by reading the proxy statement of AHI when
available.
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MEDIA CONTACT: INVESTOR CONTACT:
Tom Burlington Karen Wallace
Corporate Communication Assistant Treasurer
(717) 396-5220 (717) 396-6290