================================================================================
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 30, 2003
(Date of Earliest Event Reported)
ARMSTRONG WORLD INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 1-2116
Pennsylvania 23-0366390
- ------------------------ ----------------
(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
ARMSTRONG HOLDINGS, INC.
------------------------------------------------------
(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
================================================================================
ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE.
On May 30, 2003, a hearing was held in the U. S. Bankruptcy Court for
the District of Delaware (the "Court") in the Chapter 11 case of Armstrong World
Industries, Inc. ("AWI"), the major operating subsidiary of Armstrong Holdings,
Inc. ("Holdings"), regarding the Disclosure Statement filed with the Court on
May 23, 2003 by AWI (the "Disclosure Statement") with respect to its Fourth
Amended Plan of Reorganization (the "AWI Reorganization Plan"). The Disclosure
Statement is to be used to solicit the votes of AWI's creditors on whether to
accept or reject the AWI Reorganization Plan. The AWI Reorganization Plan is
supported by the committee of asbestos personal injury claimants, the future
claimants' representative and the committee of unsecured creditors appointed in
AWI's Chapter 11 case.
The Court approved the Disclosure Statement for distribution by AWI
and related procedures for creditor voting on the AWI Reorganization Plan. The
Court is expected to establish shortly a schedule for the distribution to
creditors of the Disclosure Statement and of ballots for voting on the AWI
Reorganization Plan, as well as a deadline for the submission of ballots and for
the filing with the Court of any objections to the AWI Reorganization Plan. The
Court will also schedule a hearing to consider confirmation of the AWI
Reorganization Plan. It is expected that this hearing will be scheduled for
mid-November 2003.
The Disclosure Statement will also be sent to Holdings' shareholders,
although they will not be entitled to vote on the AWI Reorganization Plan. As
previously announced, Holdings' shareholders will separately be asked to vote on
the dissolution of Holdings in connection with the consummation of the AWI
Reorganization Plan, as recommended by Holdings' Board of Directors, and will be
sent a proxy statement with respect to that vote.
On May 30, AWI issued a press release with respect to the foregoing,
a copy of which is attached hereto as Exhibit 99.1.
A copy of the Disclosure Statement and the AWI Reorganization Plan
have previously been filed by Holding and AWI with the SEC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Armstrong World Industries, Inc., dated
May 30, 2003
2
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
-----------------------------------------
Name: Walter T. Gangl
Title: Assistant Secretary
ARMSTRONG HOLDINGS, INC.
By: /s/ Walter T. Gangl
-----------------------------------------
Name: Walter T. Gangl
Title: Deputy General Counsel
and Assistant Secretary
Dated: May 30, 2003
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Armstrong World Industries, Inc., dated
May 30, 2003
4