Exhibit No. 28(ii)(c)
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, 1995
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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
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RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE, INC.
401 East Main Street
Thomasville, N.C. 27360
(Full title and address 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.
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Item 1. Statements of Net Assets 4
------------------------
September 30, 1995 and 1994
Item 2. Statements of Changes in Plan Equity 5-7
------------------------------------
(a) Year ended September 30, 1995
(b) Year ended September 30, 1994
(c) Year ended September 30, 1993
Notes to Financial Statements 8-11
- -----------------------------
Item 3. Independent Auditors' Report 12
----------------------------
Exhibits
- --------
24. Consent of Independent Auditors
- 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.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID
EMPLOYEES OF THOMASVILLE FURNITURE
INDUSTRIES, INC.
March 24, 1996 By:/s/ Richard O. Millen
----------------------------------
Richard O. Millen
Chairman of Thomasville Hourly-Paid
Retirement Committee
- 3 -
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
Statements of Net Assets
September 30, 1995 and 1994
1995
Commingled Specialized Money Fixed Income Armstrong "OTC"
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd.
----------- ----------- ----------- ---- ---------- -------------
Assets:
Investments in master trust
at fair value (note 3) $453,689 $2,075,704 $27,124 $7,557,768 $1,013,874 $67,955
-------- ---------- ------- ---------- ---------- -------
Total assets $453,689 $2,075,704 $27,124 $7,557,768 $1,013,874 $67,955
-------- ---------- ------- ---------- ---------- -------
Plan equity $453,689 $2,075,704 $27,124 $7,557,768 $1,013,874 $67,955
======== ========== ======= ========== ========== =======
Asset Asset Mgr. Asset Mgr. Loan
Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------ ----------- ----------- -------------- -----
Assets:
Investments in master trust
at fair value (note 3) $86,146 $14,358 $11,798 $243,422 $11,551,838
------- ------- ------- -------- -----------
Total assets $86,146 $14,358 $11,798 $243,422 $11,551,838
------- ------- ------- -------- -----------
Plan equity $86,146 $14,358 $11,798 $243,422 $11,551,838
======= ======= ======= ======== ===========
1994
Commingled Specialized Money Fixed Income Armstrong "OTC"
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd.
----------- ----------- ----------- ---- ---------- -------------
Assets:
Investments in master trust
at fair value (note 3) $465,846 $1,787,904 $20,577 $6,383,024 $850,417 $44,676
-------- ---------- ------- ---------- -------- -------
Total assets $465,846 $1,787,904 $20,577 $6,383,024 $850,417 $44,676
-------- ---------- ------- ---------- -------- -------
Plan equity $465,846 $1,787,904 $20,577 $6,383,024 $850,417 $44,676
======== ========== ======= ========== ======== =======
Asset Asset Mgr. Asset Mgr. Loan
Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------ ----------- ----------- -------------- -----
Assets:
Investments in master trust
at fair value (note 3) $93,661 $1,519 $7,882 $203,387 $9,858,893
------- ------ ------ -------- ----------
Total assets $93,661 $1,519 $7,882 $203,387 $9,858,893
------- ------ ------ -------- ----------
Plan equity $93,661 $1,519 $7,882 $203,387 $9,858,893
======= ====== ====== ======== ==========
See accompanying notes to financial statements.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
Statements of Changes in Plan Equity
Years Ended September 30, 1995, 1994, and 1993
1995
Commingled Specialized Money Fixed Income Armstrong "OTC"
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd.
----------- ----------- ----------- ------------ ---------- -------------
Plan equity at October 1, 1994 $ 465,846 $1,787,904 $ 20,577 $6,383,024 $ 850,417 $44,676
--------- ---------- -------- ---------- ---------- -------
Increases in plan equity:
Contributions 14,008 47,878 36,187 455,723 38,778 1,324
Dividends 11,899 7,342 1,574 -- 25,977 1,705
Interest 356 3,429 371 473,708 751 80
Realized gain (loss) on
investments (note 3) 15,736 47,268 -- -- 33,786 117
Unrealized appreciation of
investments 87,155 516,048 -- -- 193,747 16,142
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 16,454 26,403 -- 393 (9,856) 3,885
Loan activity, net (726) (21,620) (31,585) 4,459 (10,532) 525
--------- ---------- -------- ---------- ---------- -------
144,882 626,748 6,547 934,283 272,651 23,778
--------- ---------- -------- ---------- ---------- -------
Decreases in plan equity:
Benefits paid (note 4) (46,152) (78,504) -- (209,920) (41,702) (499)
Interfund transfers, net (110,887) (260,444) -- 450,381 (67,492) --
--------- ---------- -------- ---------- ---------- -------
(157,039) (338,948) -- 240,461 (109,194) (499)
--------- ---------- -------- ---------- ---------- -------
Plan equity at September 30, 1995 $ 453,689 $2,075,704 $ 27,124 $7,557,768 $1,013,874 $67,955
========= ========== ======== ========== ========== =======
Asset Asset Mgr. Asset Mgr. Loan
Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------ ----------- ----------- -------------- -----
Plan equity at October 1, 1994 $ 93,661 $ 1,519 $ 7,882 $203,387 $ 9,858,893
-------- ------- ------- -------- -----------
Increases in plan equity:
Contributions 3,201 1,606 3,441 -- 602,146
Dividends 3,379 271 220 -- 52,367
Interest 25 266 8 -- 478,994
Realized gain (loss) on
investments (note 3) (868) 110 59 -- 96,208
Unrealized appreciation of
investments 6,982 749 886 -- 821,709
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. (1,301) -- -- (15,860) 20,118
Loan activity, net (2,366) 5,905 45 55,895 --
-------- ------- ------- --------- -----------
9,052 8,907 4,659 40,035 2,071,542
-------- ------- ------- --------- -----------
Decreases in plan equity:
Benefits paid (note 4) (1,077) -- (743) -- (378,597)
Interfund transfers, net (15,490) 3,932 -- -- --
-------- ------- ------- --------- -----------
(16,567) 3,932 (743) -- (378,597)
-------- ------- ------- --------- -----------
Plan equity at September 30, 1995 $ 86,146 $14,358 $11,798 $243,422 $11,551,838
========= ======== ======== ========= ===========
See accompanying notes to financial statements.
(Continued)
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
Statements of Changes in Plan Equity, Continued
1994
Commingled Specialized Money Fixed Income Armstrong "OTC"
Equity Fund Equity Fund Market Fund Fund Stock Fund Portfolio Fd.
----------- ----------- ----------- ------------ ---------- -------------
Plan equity at October 1, 1993 $499,160 $1,803,185 $13,805 $5,900,380 $828,332 $53,964
-------- ---------- ------- ---------- -------- -------
Increases in plan equity:
Contributions 5,788 38,612 3,846 348,617 47,582 748
Dividends 18,382 191,388 542 -- 24,484 2,542
Interest 912 2,843 55 433,604 534 --
Realized gain (loss) on
investments (note 3) 5,887 7,013 -- -- 22,284 186
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 2,576 (27,694) 2,624 (5,428) 786 --
Loan activity, net (9,243) (2,792) 154 (26,429) 1,520 --
-------- ---------- ------- ---------- -------- --------
24,302 209,370 7,221 750,364 97,190 3,476
-------- ---------- ------- ---------- -------- --------
Decreases in plan equity:
Unrealized appreciation
(depreciation) of investments (5,171) (224,772) -- -- 11,076 (2,286)
Benefits paid (note 4) (45,422) (61,339) -- (148,260) (60,160) --
Interfund transfers, net (7,023) 61,460 (449) (119,460) (26,021) (10,478)
-------- ---------- ------- ---------- -------- --------
(57,616) (224,651) (449) (267,720) (75,105) (12,764)
-------- ---------- ------- ---------- -------- --------
Plan equity at September 30, 1994 $465,846 $1,787,904 $20,577 $6,383,024 $850,417 $ 44,676
======== ========== ======= ========== ======== ========
Asset Asset Mgr. Asset Mgr. Loan
Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------ ----------- ----------- -------------- -----
Plan equity at October 1, $ 313 $ -- $ -- $178,401 $9,277,540
1993 ------- ------ ------ --------- ----------
Increases in plan equity:
Contributions 833 554 2,976 -- 449,556
Dividends 2,146 106 194 -- 239,784
Interest 9 366 -- -- 438,323
Realized gain (loss) on
investments (note 3) (696) (513) (274) -- 33,887
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. -- -- -- (10,429) (37,565)
Loan activity, net 298 1,077 -- 35,415 --
------- ------ ------ --------- ----------
2,590 1,590 2,896 24,986 1,123,985
------- ------ ------ --------- ----------
Decreases in plan equity:
Unrealized appreciation
(depreciation) of investments (6,216) (9) (73) -- (227,451)
Benefits paid (note 4) -- -- -- -- (315,181)
Interfund transfers, net 96,974 (62) 5,059 -- --
------- ------ ------ --------- ----------
90,758 (71) 4,986 -- (542,632)
------- ------ ------ --------- ----------
Plan equity at September 30, 1994 $93,661 $1,519 $7,882 $203,387 $9,858,893
======= ====== ====== ======== ==========
See accompanying notes to financial statements.
(Continued)
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, 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.
----------- ----------- ----------- ------------ ---------- -------------
Plan equity at October 1, 1992 $ 12,302 $ 52,039 $ 7,626 $1,565,638 $582,701 $ --
-------- ---------- ------- ---------- -------- -------
Increases in plan equity:
Contributions 8,195 24,213 5,157 331,489 48,934 372
Dividends 16,872 141,129 286 -- 23,698 4,081
Interest 938 2,958 34 423,048 595 6
Realized gain (loss) on
investments (note 3) 7,012 2,555 -- -- (5,799) 782
Unrealized appreciation
(depreciation) of investments 26,902 236,224 -- -- 241,799 (594)
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 490,254 1,208,043 7,584 3,971,275 9,155 --
Loan activity, net (32,520) (68,478) (2,493) 11,809 (1,013) 90
-------- ---------- ------- ---------- -------- -------
517,653 1,546,644 10,568 4,737,621 317,369 4,737
-------- ---------- ------- ---------- -------- -------
Decreases in plan equity:
Benefits paid (note 4) (2,093) (3,363) (3,225) (179,542) (67,091) (483)
Interfund transfers, net (28,702) 207,865 (1,164) (223,337) (4,647) 49,710
-------- ---------- ------- ---------- -------- -------
30,795 204,502 (4,389) (402,879) (71,738) 49,227
-------- ---------- ------- ---------- -------- -------
Plan equity at September 30, 1993 $499,160 $1,803,185 $13,805 $5,900,380 $828,332 $53,964
======== ========== ======= ========== ======== =======
Asset Loan
Manager Fund Portfolio Fund Total
------------ -------------- -----
Plan equity at October 1, 1992 $ -- $ 98,931 $2,319,237
---- -------- ----------
Increases in plan equity:
Contributions 12 -- 418,372
Dividends -- -- 186,066
Interest 1 -- 427,580
Realized gain (loss) on
investments (note 3) -- -- 4,550
Unrealized appreciation
(depreciation) of investments 5 -- 504,336
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. -- (13,115) 5,673,196
Loan activity, net 20 92,585 --
---- -------- ----------
38 79,470 7,214,100
---- -------- ----------
Decreases in plan equity:
Benefits paid (note 4) -- -- (255,797)
Interfund transfers, net 275 -- --
---- -------- ----------
275 -- (255,797)
---- -------- ----------
Plan equity at September 30, 1993 $313 $178,401 $9,277,540
==== ======== ==========
See accompanying notes to financial statements.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
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 the value of the underlying investment contracts
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
----------------
Thomasville Furniture Industries, Inc. (the Company), a wholly-owned
subsidiary of Armstrong World Industries, Inc., adopted on February 1,
1988, the Retirement Savings Plan for Hourly-Paid Employees of
Thomasville Furniture Industries, Inc. (the Plan). The Plan is a
defined contribution plan established for the purpose of providing to
eligible hourly-paid employees 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.
The Company's Board of Directors amended the Plan, effective October 1,
1992, to permit former participants of the Capital Accumulation Plan
for Commissioned Sales Representatives of Thomasville Furniture
Industries, Inc. (the CAP Plan) to make a rollover contribution into
the Plan of their CAP Plan account balances. During the Plan year
ended September 30, 1993, rollover contributions made to the Plan
totaled $5.9 million. The CAP Plan participants are fully vested with
regard to their rollover amounts, but are ineligible to make further
contributions to the Plan. CAP Plan participants are treated as
members of the Plan with regard to provisions addressing investment,
distribution, withdrawal, and loan eligibility.
During the Plan year ended September 30, 1993, four investment options
were added to the Plan. Effective January 1, 1993, an over-the-counter
portfolio mutual fund was made available for participant investment
and, effective September 1, 1993, three Asset Manager mutual funds
became investment options.
Participants may elect to make contributions to the Plan, up to 15
percent of their before-tax compensation, as deferred compensation as
permitted under Section 401(k) of the Internal Revenue Code.
Separate accounts are maintained for contributions made by or on behalf
of a participant. The accounts in each fund reflect the participants'
contributions together with dividends, interest, other income, and
realized and unrealized gains and losses allocated thereon.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
Notes to Financial Statements, (Continued)
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.
(3) Investments in Master Trust
---------------------------
Assets are held in a Master Trust administered by Fidelity Management
Trust Co., as Trustee, and 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, 1995, there were 33 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, 1995, there were 82
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, 1995, there were 15 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, 1995, the interest rates ranged
between 5.69% and 9.00%. Invested principal and accumulated interest
amounts are guaranteed against loss by the insurance company. At
September 30, 1995, there were 574 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, 1995, there were 441 active participants in this
investment fund. Common stock shares held by the fund at September
30, 1995 and 1994 were 18,268 and 19,606, 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, 1995, there were 4 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, 1995, there were 5
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, 1995, there were 3 active
participants in this investment fund.
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
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, 1995, there were 3 active participants in this
investment fund.
10. Loan Portfolio Fund - The amount in this fund represents the unpaid
principal balances of loans made by Plan participants in accordance
with established loan provision guidelines. At September 30, 1995,
there were 108 loans outstanding.
The following table presents the cost and fair values of the investments
in securities of the Master Trust at September 30, 1995 and 1994:
September 30, 1995 September 30, 1994
------------------ ------------------
Investment Cost Fair Value Cost Fair Value
---------- ---- ---------- ---- ----------
Commingled equity $ 343,064 $ 453,689 $ 442,376 $ 465,846
Specialized equity 1,546,928 2,075,704 1,775,176 1,787,904
Money market 27,124 27,124 20,577 20,577
Fixed income 7,557,768 7,557,768 6,383,024 6,383,024
Armstrong stock 668,404 1,013,874 698,694 850,417
OTC portfolio 54,693 67,955 47,556 44,676
Asset manager 85,375 86,146 99,872 93,661
Asset manager income 13,618 14,358 1,528 1,519
Asset manager growth 10,985 11,798 7,955 7,882
Loan portfolio 243,422 243,422 203,387 203,387
----------- ----------- ---------- ----------
$10,551,381 $11,551,838 $9,680,145 $9,858,893
=========== =========== ========== ==========
The amounts of realized gain (loss) on investments in securities of the
Master Trust for the years ended September 30, 1995, 1994, and 1993 are
presented below:
Aggregate Aggregate Realized
--------- --------- --------
Proceeds Cost Gain (Loss)
-------- ---- -----------
1995
----
Commingled equity $160,033 $144,297 $15,736
Specialized equity 522,460 475,192 47,268
Armstrong stock 132,286 98,500 33,786
OTC portfolio 499 382 117
Asset manager 30,298 31,166 (868)
Asset manger income 4,000 3,890 110
Asset manager growth 743 684 59
-------- -------- -------
$850,319 $754,111 $96,208
======== ======== =======
1994
----
Commingled equity $ 64,647 $ 58,760 $ 5,887
Specialized equity 396,430 389,417 7,013
Armstrong stock 87,480 65,196 22,284
OTC portfolio 11,000 10,814 186
Asset manager 9,388 10,084 (696)
Asset manager income 14,762 15,275 (513)
Asset manager growth 4,726 5,000 (274)
-------- -------- -------
$588,433 $554,546 $33,887
======== ======== =======
RETIREMENT SAVINGS PLAN FOR HOURLY-PAID EMPLOYEES
OF THOMASVILLE FURNITURE INDUSTRIES, INC.
Notes to Financial Statements
1993 Aggregate Aggregate Realized
---- --------- --------- --------
Proceeds Cost Gain (Loss)
-------- ---- -----------
Commingled equity $220,464 $213,452 $ 7,012
Specialized equity 238,812 236,257 2,555
Armstrong stock 76,506 82,305 (5,799)
OTC portfolio 104,846 104,064 782
-------- -------- -------
$640,628 $636,078 $ 4,550
======== ======== =======
(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.
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.
Under the rules of the Plan, the participant may borrow up to 90
percent of his account, other than amounts attributable to tax
deductible contributions or amounts invested in the Armstrong Stock
Fund, with the approval of the Plan Administrator. The amount of the
loan is transferred to a Loan Reserve pledged as security for the loan
and is evidenced by a promissory note payable to the Plan. Interest
rates are determined periodically by the Retirement Savings Plan
Committee in accordance with prevailing interest rates. The loans are
reflected in the Loan Portfolio investment fund. Loan repayments are
made by payroll deductions or in a manner agreed to by the employee and
the Plan Administrator.
(5) Obligation for Benefits
------------------------
All the funds of the Plan are held by investing institutions appointed
by the Company under a trust agreement or investment 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 investment 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 issued its latest determination letter on
April 13, 1990, which stated that the Plan qualifies under the
applicable provisions of the Internal Revenue Code and therefore is
exempt from federal income taxes. The Plan has been amended since
receiving the determination letter. However, it is the opinion of the
Plan administrator that the Plan remains qualified under the applicable
provisions of the Internal Revenue Code.
(7) Subsequent Event
----------------
On December 29, 1995, Armstrong World Industries, Inc., sold
Thomasville Furniture to INTERCO Incorporated. The agreement of sale
requires INTERCO to establish a savings plan for Thomasville employees
comparable to those it maintains for its other employees. The
anticipated start-up date of the successor plan is April 1, 1996. The
participants of the Plan have been allowed to make contributions to the
Plan through March 31, 1996, at which time they will be given the
option to transfer their account balances to the INTERCO plan.
Independent Auditors' Report
----------------------------
The Retirement Committee
Thomasville Furniture Industries, Inc.
We have audited the accompanying statements of net assets of the Retirement
Savings Plan for Hourly-Paid Employees of Thomasville Furniture Industries, Inc.
as of September 30, 1995 and 1994 and the related statements of changes in plan
equity for each of the years in the three-year period ended September 30, 1995.
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 Retirement Savings Plan for
Hourly-Paid Employees of Thomasville Furniture Industries, Inc. as of September
30, 1995 and 1994 and the changes in its plan equity for each of the years in
the three-year period ended September 30, 1995, 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 realtion to
the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
February 26, 1996
EXHIBIT INDEX
24 Consent of Independent Auditors
Consent of Independent Auditors
-------------------------------
The Retirement Committee
Thomasville Furniture Industries, Inc.:
We consent to incorporation by reference in the Registration Statement No. 33-
18998 on Form S-8 of Armstrong World Industries, Inc. of our report dated
February 26, 1996, relating to the statements of net assets of the Retirement
Savings Plan for Hourly-Paid Employees of Thomasville Furniture Industries, Inc.
as of September 30, 1995 and 1994 and the related statements of changes in plan
equity for each of the years in the three-year period ended September 30, 1995,
which report is included herein.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
March 21, 1996