Exhibit No. 28(ii)(e)
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1994
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _______________________
Commission file number 1-2116
-------------------------------------------------------
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE
EMPLOYEES OF AMERICAN OLEAN TILE COMPANY, INC.
1000 Cannon Avenue
Lansdale, PA 19446
(Full title of the Plan)
ARMSTRONG WORLD INDUSTRIES, INC.
Liberty and Charlotte Streets
Lancaster, Pennsylvania 17604
(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
Page No.
-------
Item 1. Statements of Net Assets 4
------------------------
September 30, 1994 and 1993
Item 2. Statements of Changes in Plan Equity
------------------------------------
for Participants 5-7
----------------
(a) Year ended September 30, 1994
(b) Year ended September 30, 1993
(c) Year ended September 30, 1992
Notes to Financial Statements 8-11
- -----------------------------
Item 3. Independent Auditors' Report 12
----------------------------
- 2 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the committee constituting the administrator which administers
the plan have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
AMERICAN OLEAN TILE COMPANY, INC.
SAVINGS PLAN FOR PRODUCTION &
MAINTENANCE EMPLOYEES
March 24, 1995 By: /s/ Michael J. Farley
----------------------------------
Michael J. Farley
Chairperson, Employee Benefits
Administrative Authority for the
American Olean Tile Company, Inc.,
Savings Plan for Production &
Maintenance Employees
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Statements of Net Assets
September 30, 1994 and 1993
1994
Commingled Specialized Money Fixed Income Armstrong "OTC" Asset
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd. Manager
----------- ----------- ----------- ------------ ---------- ------------- -------
Assets:
Investments in master trust
at fair value (note 3) $271,388 $712,289 $97,112 $3,297,779 $6,365 $39,012 $36,675
-------- -------- ------- ---------- ------ ------- -------
Total assets $271,388 $712,289 $97,112 $3,297,779 $6,365 $39,012 $36,675
-------- -------- ------- ---------- ------ ------- -------
Plan equity $271,388 $712,289 $97,112 $3,297,779 $6,365 $39,012 $36,675
======== ======== ======= ========== ====== ======= =======
1994
Asset Mgr. Asset Mgr.
Income Fund Growth Fund Total
----------- ----------- ----------
Assets:
Investments in master trust
at fair value (note 3) $404 $3,377 $4,464,401
---- ------ ----------
Total assets $404 $3,377 $4,464,401
---- ------ ----------
Plan equity $404 $3,377 $4,464,401
==== ====== ==========
1993
Commingled Specialized Money Fixed Income Armstrong "OTC" Asset
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd. Manager
----------- ----------- ----------- ------------ ---------- ------------- -------
Assets:
Investments in master trust
at fair value (note 3) $257,638 $668,079 $86,435 $3,122,566 $10,111 $24,959 $ --
-------- -------- ------- ---------- ------- ------- -------
Total assets $257,638 $668,079 $86,435 $3,122,566 $10,111 $24,959 $ --
-------- -------- ------- ---------- ------- ------- -------
Plan equity $257,638 $668,079 $86,435 $3,122,566 $10,111 $24,959 $ --
======== ======== ======= ========== ======= ======= =======
1993
Asset Mgr. Asset Mgr.
Income Fund Growth Fund Total
----------- ----------- ----------
Assets:
Investments in master trust
at fair value (note 3) $ -- $ -- $4,169,788
-------- -------- ----------
Total assets $ -- $ -- $4,169,788
-------- -------- ----------
Plan equity $ -- $ -- $4,169,788
======== ======== ==========
See accompanying notes to financial statements.
SAVINGS PLAN FOR PRODUCTION AND MAINTEANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity
Years Ended September 30, 1994, 1993, and 1992
1994
Commingled Specialized Money Fixed Income Armstrong "OTC" Asset
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd. Manager Fund
----------- ----------- ----------- ------------ ---------- ------------- ------------
Plan equity at October 1, 1993 $257,638 $668,079 $86,435 $3,122,566 $10,111 $24,959 $ --
-------- -------- ------- ---------- ------- ------- -------
Increases in plan equity:
Contributions 17,572 65,968 24,322 221,634 3,365 3,677 1,370
Dividends 10,109 68,515 3,153 -- 116 1,566 747
Interest -- -- -- 231,859 -- -- --
Realized gain(loss) on
investments (note 3) 1,632 2,768 -- -- 2,888 (16) --
Transfers from other employee
benefit plans of Armstrong World
Industries, Inc. -- -- -- 6,329 -- -- --
-------- -------- ------- ---------- ------- ------- -------
29,313 137,251 27,475 459,822 6,369 5,227 2,117
-------- -------- ------- ---------- ------- ------- -------
Decreases in plan equity:
Unrealized depreciation of
investments (2,904) (80,050) -- -- (3,088) (1,175) (1,366)
Benefits paid (7,627) (27,826) (15,643) (234,772) -- -- --
Interfund transfers, net (5,032) 14,835 (1,155) (49,837) (7,027) 10,001 35,924
-------- -------- ------- ---------- ------- ------- -------
(15,563) (93,041) (16,798) (284,609) (10,115) 8,826 34,558
-------- -------- ------- ---------- ------- ------- -------
Plan equity at September 30, 1994 $271,388 $712,289 $97,112 $3,297,779 $6,365 $39,012 $36,675
========= ========= ======== ========== ======= ======== ========
Asset Mgr. Asset Mgr.
Income Fund Growth Fund Total
----------- ----------- ----------
Plan equity at October 1, 1993 $ -- $ -- $4,169,788
---- ------ ----------
Increases in plan equity:
Contributions 363 1,073 339,344
Dividends 2 84 84,292
Interest -- -- 231,859
Realized gain(loss) on
investments (note 3) -- -- 7,272
Transfers from other employee
benefit plans of Armstrong World
Industries, Inc. -- -- 6,329
---- ------ ----------
365 1,157 669,096
---- ------ ----------
Decreases in plan equity:
Unrealized depreciation of
investments (2) (30) (88,615)
Benefits paid -- -- (285,868)
Interfund transfers, net 41 2,250 --
---- ------ ----------
39 2,220 (374,483)
---- ------ ----------
Plan equity at September 30, 1994 $404 $3,377 $4,464,401
==== ====== ==========
See accompanying notes to financial statements. (Continued)
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity, Continued
1993
Commingled Specialized Money Fixed Income Armstrong "OTC"
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd. Total
----------- ----------- ----------- ------------ ---------- ------------- ----------
Plan equity at October 1, 1992 $252,326 $459,743 $72,228 $3,104,287 $18,800 $-- $3,907,384
-------- -------- ------- ---------- ------- ------- ----------
Increases in plan equity:
Contributions 17,894 60,637 16,039 261,081 1,290 1,769 358,710
Dividends 7,827 62,000 2,373 -- 524 1,866 74,590
Interest -- -- -- 235,754 -- -- 235,754
Realized gain(loss) on
investments (note 3) 2,706 (1,609) -- -- 1,485 -- 2,582
Unrealized appreciation
(depreciation) of investments 18,395 90,417 -- -- 2,946 (496) 111,262
-------- -------- ------- ---------- ------- ------- ----------
46,822 211,445 18,412 496,835 6,245 3,139 782,898
-------- -------- ------- ---------- ------- ------- ----------
Decreases in plan equity:
Benefits paid (30,004) (26,158) (9,669) (454,479) (184) -- (520,494)
Interfund transfers, net (11,506) 23,049 5,464 (24,077) (14,750) 21,820 --
-------- -------- ------- ---------- ------- ------- ----------
(41,510) (3,109) (4,205) (478,556) (14,934) 21,820 (520,494)
-------- -------- ------- ---------- ------- ------- ----------
Plan equity at September 30, 1993 $257,638 $668,079 $86,435 $3,122,566 $10,111 $24,959 $4,169,788
======== ======== ======= ========== ======= ======= ==========
See accompanying notes to financial statements. (Continued)
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity, Continued
1992
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund Total
----------- ----------- ----------- ------------ ---------- ----------
Plan equity at October 1, 1991 $221,922 $415,299 $72,626 $2,818,105 -- $3,527,952
-------- -------- ------- ---------- ------- ----------
Increases in plan equity:
Contributions 20,322 60,042 18,321 306,690 263 405,638
Dividends 8,967 58,102 2,931 -- 357 70,357
Interest 271 3,026 45 257,703 -- 261,045
-------- -------- ------- ---------- ------- ----------
29,560 121,170 21,297 564,393 620 737,040
-------- -------- ------- ---------- ------- ----------
Decreases in plan equity:
Benefits paid (16,534) (44,845) (9,228) (225,615) -- (296,222)
Fees -- -- (6) (14) -- (20)
Realized gain (loss) on investments
(note 3) 1,004 (1,094) -- -- -- (90)
Unrealized appreciation (depreciation)
of investments 13,178 (18,940) -- -- (220) (5,982)
Transfers from (to) other employee
benefit plans of Armstrong World
Industries, Inc. (4,122) (16,970) (1,683) (32,519) -- (55,294)
Interfund transfers, net 7,318 5,123 (10,778) (20,063) 18,400 --
-------- -------- ------- ---------- ------- ----------
844 (76,726) (21,695) (278,211) 18,180 (357,608)
-------- -------- ------- ---------- ------- ----------
Plan equity at September 30, 1992 $252,326 $459,743 $72,228 $3,104,287 $18,800 $3,907,384
======== ======== ======= ========== ======= ==========
See accompanying notes to financial statements
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the
accrual basis.
(b) Investments in Master Trust
---------------------------
The fair value of the commingled equity, specialized equity, over-the-
counter portfolio, and Asset Manager funds is based on the underlying
market value of the investments. The money market fund is stated at
cost which approximates fair value. The fixed income fund is stated at
contract value which represents contributions plus interest at the
contract rate, less benefits paid. The value of the Armstrong stock
fund is based on quoted market price. The value of the loan portfolio
fund represents the unpaid principal of employee loans.
Securities transactions are recognized on the settlement date (the
date on which payment for a buy or sell order is made or received),
since adjustment to a trade-date basis would not be material. Dividend
income is recorded on the ex-dividend date.
Realized gains and losses on investments are determined by the average
cost method.
(c) Expenses
--------
All legal, accounting and administrative expenses associated with Plan
operations are paid by the Company.
(2) Plan Description
----------------
The Plan is a defined contribution plan, the purpose of which is to provide
a means for long-term savings intended for the accumulation of retirement
income in addition to that provided under other retirement plans maintained
for the benefit of employees of American Olean Tile Company, Inc. (the
Company), a wholly-owned subsidiary of Armstrong World Industries, Inc.
(Armstrong). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Participants may contribute to the Plan by electing an amount up to 10%,
but not less than 2% of their compensation.
Until December 31, 1989, the Company made a matching contribution to the
Plan in an amount equal to 50% of a participant's contribution, up to $400
per calendar year. Effective January 1, 1990, the matching Company
contribution feature was discontinued.
In the event of a withdrawal during employment, a participant will not be
permitted to resume making contributions until the first day of the
following January, April, July, or October.
Separate accounts are maintained for contributions made by or on behalf of
a participant. The accounts in each fund reflect the participants' and
Company-matching contributions together with allocated dividends, interest,
realized gains (losses) on investments, and unrealized appreciation
(depreciation) of investments.
Participants have an immediate 100 percent vested interest with respect to
their contributions and are fully vested with regard to any previously made
matching company contributions.
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements, (Continued)
(3) Investments in Master Trust
---------------------------
Through the Plan year ended September 30, 1991, assets of the Plan were
held in a Master Trust administered by Wachovia Bank and Trust Co., N.A.,
as Trustee. Effective October 1, 1991, the Company appointed the Fidelity
Management Trust Co. as the new Trustee of the Plan. The investment options
offered to Plan participants by Fidelity are comparable to those which were
made available by Wachovia, except that the Plan permitted an investment
option in Armstrong common stock effective October 1, 1991.
Assets in the Master Trust, administered by Fidelity, are segregated into
nine investment options: a commingled equity mutual fund (Fidelity U.S.
Equity Index Portfolio), a specialized equity mutual fund (Fidelity
Magellan), a money market mutual fund (Fidelity Return Money Market
Portfolio), three Asset Manager mutual funds, an over-the-counter mutual
fund (OTC Portfolio Fund), a fixed income fund, and an Armstrong stock
fund. The Plan utilizes the Trustee and associated investment managers to
direct investment activity. The Plan participates in all nine investment
alternatives.
The following is a description of the investment funds to which Plan
participants can elect to allocate their contributions.
1. Commingled Equity Fund - This fund is principally a portfolio of common
stocks constructed and maintained with the objective of providing
investment results which approximate the overall performance of the common
stocks included in the Standard & Poor's Composite Index of 500 stocks. At
September 30, 1994, there were 98 active participants in this investment
fund.
2. Specialized Equity Fund - This fund invests in common stocks of companies
having substantial growth prospects as determined by independent investment
managers. At September 30, 1994, there were 169 active participants in this
investment fund.
3. Money Market Fund - This fund invests in short-term (less than one year
maturity) fixed income instruments such as U.S. Treasury Bills, bank
certificates of deposit, and high grade commercial paper. At September 30,
1994, there were 86 active participants in this investment fund.
4. Fixed Income Fund - Contributions to this fund are invested in the
general accounts of insurance companies and are credited at contracted
interest rates. At September 30, 1994, the interest rates ranged between
5.69% and 12.00%. Invested principal and accumulated interest amounts are
guaranteed against loss by the insurance company. At September 30, 1994,
there were 489 active participants in this investment fund.
5. Armstrong Stock Fund - Amounts invested in this fund, along with dividend
earnings thereon, are invested in Armstrong common stock. At September 30,
1994, there were 13 active participants in this investment fund. Common
stock shares held by the fund at September 30, 1994 and 1993 were 147 and
243, respectively.
6. OTC Portfolio Fund - This fund invests in securities traded in the
over-the-counter securities market with the objective of maximizing capital
appreciation. Over-the-counter securities include common and preferred
stocks, securities convertible into common stock, warrants, and debt
instruments. At September 30, 1994, there were 11 active participants in
this investment fund.
7. Asset Manager Fund - An asset allocation fund which invests in a
portfolio of stocks, bonds, and short-term instruments. The fund has a
balanced investment strategy with a goal of high total return with reduced
risk over the long term. At September 30, 1994, there were 10 active
participants in this investment fund.
8. Asset Manager Income Fund - An asset allocation fund which invests in a
diversified portfolio of stocks, bonds, and short-term instruments. The
fund has a conservative investment strategy focusing on bonds and short-
term instruments to achieve a high level of current income and capital
preservation. At September 30, 1994, there were 3 active participants in
this investment fund.
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements, (Continued)
9. Asset Manager Growth Fund - An asset allocation fund invested in a
diversified mix of stocks, bonds, and short-term instruments. The fund's
investment strategy is an aggressive one emphasizing stocks with the goal
of maximum total return over the long term. At September 30, 1994, there
were 9 active participants in this investment fund.
The following table presents the cost and fair values of the investments in
securities of the Master Trust at September 30, 1994 and 1993:
September 30, 1994 September 30, 1993
------------------ ------------------
Investment Cost Fair Value Cost Fair Value
---------- ---- ---------- ---- ----------
Commingled equity $242,719 $271,388 $226,065 $257,638
Specialized equity 720,862 712,289 596,602 668,079
Money market 97,112 97,112 86,435 86,435
Fixed income 3,297,779 3,297,779 3,122,566 3,122,566
Armstrong stock 6,727 6,365 7,385 10,111
OTC portfolio 40,683 39,012 25,455 24,959
Asset manager 38,041 36,675 -- --
Asset manager income 406 404 -- --
Asset manager growth 3,407 3,377 -- --
---------- ---------- ---------- ----------
$4,447,736 $4,464,401 $4,064,508 $4,169,788
========== ========== ========== ==========
The amounts of realized gain (loss) on investments in securities of the
Master Trust for the years ended September 30, 1994, 1993, and 1992 are
presented below:
Aggregate Aggregate Realized
1994 Proceeds Cost Gain (Loss)
---- --------- --------- -----------
Commingled equity $15,875 $14,243 $1,632
Specialized equity 80,984 78,216 2,768
Armstrong stock 12,733 9,845 2,888
OTC portfolio 281 297 (16)
-------- -------- ------
$109,873 $102,601 $7,272
======== ======== ======
1993
----
Commingled equity $42,010 $39,304 $2,706
Specialized equity 65,167 66,776 (1,609)
Armstrong stock 14,934 13,449 1,485
-------- -------- ------
$122,111 $119,529 $2,582
======== ======== ======
1992
----
Commingled equity $18,838 $17,834 $1,004
Specialized equity 65,798 66,892 (1,094)
-------- -------- ------
$84,636 $84,726 $(90)
======== ======== ======
SAVINGS PLAN FOR PRODUCTION AND MAINTENANCE EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements, (Continued)
(4) Benefits
--------
Under terms of the Plan, a participant (or a beneficiary) is eligible for
benefits upon retirement, termination of employment, or death before
retirement. Disbursement of the total amount credited to a participant's
account is payable (i) in a lump sum or (ii) in the case of retirement, in
such other manner as requested by the participant and approved by the Plan
Administrator. In addition, a participant may elect to withdraw all or any
part of his account attributable to his contributions.
If the amount of a withdrawal exceeds the amount of contributions made by
the participant and not previously withdrawn, the participant shall be
ineligible to make contributions for a specified period, except that a
participant may elect to withdraw all or any portion of his account
attributable to tax deductible contributions.
(5) Obligation for Benefits
-----------------------
All the funds of the Plan are held by investing institutions appointed by
the Company under a trust agreement or insurance contract. Benefits under
the Plan are payable only out of these funds. The Company has no legal
obligation to make any direct payment of benefits accrued under the Plan.
Except as may be provided in an insurance contract, neither the Company nor
any investing institution guarantees the funds of the Plan against any loss
or depreciation or guarantees the payment of any benefit hereunder.
Although the Company has not expressed any intent to terminate the Plan, it
may do so at any time. In case of termination or partial termination, the
total amount in each employee's account will be distributed as the Plan
Administrator directs.
(6) Federal Income Taxes
--------------------
The Internal Revenue Service has made a determination that the Plan has
complied with the requirements of ERISA and, therefore, is qualified under
the provisions of Section 401(a) of the Internal Revenue Code and is exempt
from federal income tax.
Independent Auditors' Report
The Executive Committee
American Olean Tile Company, Inc.:
We have audited the accompanying statements of net assets of the Savings Plan
for Production and Maintenance Employees of American Olean Tile Company, Inc.
(the Plan) as of September 30, 1994 and 1993, and the related statements of
changes in plan equity for each of the years in the three-year period ended
September 30, 1994. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of September 30,
1994 and 1993, and the changes in its plan equity for each of the years in the
three-year period ended September 30, 1994, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statements of
net assets and the statements of changes in plan equity is presented for
purposes of additional analysis rather than to present the net assets and
changes in plan equity of each fund. The fund information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
January 20, 1995
EXHIBIT INDEX
24 Consent of Independent Auditors
Consent of Independent Auditors
-------------------------------
The Executive Committee
American Olean Tile Company, Inc.:
We consent to incorporation by reference in the Registration Statement
No. 33-60070 on Form S-8 of Armstrong World Industries, Inc. of our report
dated January 20, 1995 relating to the statements of net assets of the Savings
Plan for Production and Maintenance Employees of American Olean Tile Company,
Inc. as of September 30, 1994 and 1993 and the related statements of changes in
plan equity for each of the years in the three-year period ended September 30,
1994, which report is included herein.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
March 23, 1995