SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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ARMSTRONG HOLDINGS INC.
DISTRIBUTES PROXY STATEMENTS
CONDENSED VERSION
Employees who are shareholders of Armstrong Holdings Inc. (AHI) have begun
receiving information about a special shareholder meeting of AHI shareholders
which will take place in New York City on December 3, 2003. The information
includes a proxy statement, proxy card and a booklet about the Plan of
Reorganization (POR) for Armstrong World Industries, Inc. (AWI). It is important
to recognize that we are employees of AWI or one of its subsidiaries, and the
vote on AHI' dissolution will not affect our AWI employee or retiree benefits -
including pensions, health care coverage, etc.
The purpose of this meeting is to vote on the proposed plan to dissolve AHI. The
proxy statement included in the shareholder materials describes the dissolution
and provides important information you should consider when deciding how to
vote. Pages one to three of the proxy summarize key information relating to the
dissolution proposal.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND YOU VOTE "FOR" THE DISSOLUTION.
AHI is a holding company. Its principal asset is AWI. As part of the resolution
of AWI's Chapter 11 case, the stock in AWI held by AHI is being cancelled. New
AWI stock is being issued to our creditors as part of the POR. Also under the
POR, AHI will receive warrants to buy stock in the reorganized AWI. We plan to
distribute the warrants to the AHI shareholders, to the extent allowed by law,
as part of dissolving AHI. AHI shareholders are being asked to approve that
dissolution.
Shareholders do not need to attend the meeting to vote. The meeting is expected
to be brief, and the agenda will deal only with the proposal to dissolve AHI. If
you have any questions, please refer to the proxy statement or call Investor
Relations at 717-396-5454.
DETAILED VERSION
Armstrong employees and retirees who are shareholders of ARMSTRONG HOLDINGS INC.
(AHI) have been receiving information about a special meeting of its
shareholders in New York on December 3. That meeting has been called to vote on
the dissolution (winding-up) of AHI. The shareholder package includes a proxy
statement, proxy card and a booklet on the Plan of Reorganization ("POR") for
ARMSTRONG WORLD INDUSTRIES, INC. ("AWI"). A summary of key information about the
dissolution of AHI can be found in the proxy statement, including questions and
answers, on pages 1 to 3.
(If you hold stock in more than one account, such as through a broker as well as
through the 401k plan, you may receive more than one copy of these materials.
Please vote each proxy card you receive.)
THE BOARD OF DIRECTORS AND MANAGEMENT ENCOURAGE YOU TO PROMPTLY VOTE EACH PROXY
CARD YOU RECEIVE "FOR" THE DISSOLUTION OF AHI.
AHI is the parent company of AWI, and is a "holding" corporation, which means it
has no business operations itself. Like other "holding" companies, AHI simply
holds stock, in this case the stock of AWI.
AWI (or one of its subsidiaries) is our employer. AWI has negotiated the Chapter
11 POR with its creditors, but under that POR, AWI will continue to operate
basically as it does currently. The vote on the proposal to wind up AHI will not
affect AWI's employment, pension or benefits obligations to employees and
retirees.
Also note that a vote on AHI' dissolution is not a vote on AWI's POR. A vote for
or against the dissolution will not affect whether the POR is approved.
AWI's POR provides, among other things, that AWI will issue new stock to its
creditors to help satisfy its bankruptcy obligations. At that point, AWI will
cease to be a subsidiary of AHI, and will be owned by its former creditors.
When that happens, AHI will have no reason to continue to exist. Under the POR,
AHI will receive warrants to buy 5% of the new stock of "reorganized" AWI. It is
not sensible for AHI to continue to exist simply as the owner of warrants, so
the Board of Directors recommends that AHI be dissolved and the warrants be
distributed to its shareholders.
This dissolution of AHI requires approval by its shareholders. Accordingly, THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE DISSOLUTION. That will
allow distribution of the warrants to shareholders to the extent permitted by
law.
As mentioned above, the vote either way on the dissolution will not affect any
employment or retirement benefits of AWI employees.
If shareholders vote against the dissolution, AHI will still get the warrants,
but will not be in a position to distribute them to its shareholders for some
undetermined time. It will still have no reason to continue its existence, and
would have to determine another way to wind up, but may have tax or other
liabilities that arise in the interim. AWI will no longer be obligated to bear
its wind-up expenses. In the meantime, AHI may be liable to pay taxes, legal
fees, and possibly other costs. The only way we can anticipate AHI being able to
pay those costs would be through selling some of the warrants that otherwise
would go to shareholders. Ultimately, any remaining warrants may still get to
shareholders despite a "No" vote on AHI's dissolution, but the process, timing
and cost of that, and the number of residual warrants distributed to
shareholders, are not known at this point.
Shareholders are urged to promptly vote "FOR" the dissolution on all proxy cards
they receive. Shareholders need not attend the December 3 meeting in New York to
vote. They are free to attend if they wish, but the meeting is expected to be
brief, and will deal only with the proposal to dissolve AHI. If you have any
questions, please refer to the proxy statement or call Investor Relations at
717-396-5454.