Exhibit 28(ii)(f)
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
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-2116
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SAVINGS PLAN FOR SALARIED 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.
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Item 1. Statements of Net Assets Available for Participants 4
---------------------------------------------------
September 30, 1995 and 1994
Item 2. Statements of Changes in Plan Equity
------------------------------------
for Participants 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
----------------------------
- 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 SALARIED EMPLOYEES
March 25, 1996 By:/s/ Michael J. Farley
-------------------------------------
Michael J. Farley
Chairperson, Employee Benefits
Administrative Authority for the
American Olean Tile Company, Inc.,
Savings Plan for Salaried Employees
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Statements of Net Assets
September 30, 1995 and 1994
1995
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
----------- ----------- ----------- ---- ----------
Assets:
Investments in master trust
at fair value (note 3) $1,727,578 $3,296,426 $733,177 $11,360,637 $127,279
---------- ---------- -------- ----------- --------
Total assets $1,727,578 $3,296,426 $733,177 $11,360,637 $127,279
---------- ---------- -------- ----------- --------
Plan equity $1,727,578 $3,296,426 $733,177 $11,360,637 $127,279
========== ========== ======== =========== ========
1995
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- ------
Assets:
Investments in master trust
at fair value (note 3) $305,196 $136,817 $2,187 $139,599 $430,649 $18,259,545
-------- -------- ------ -------- --------- -----------
Total assets $305,196 $136,817 $2,187 $139,599 $430,649 $18,259,545
-------- -------- ------ -------- --------- -----------
Plan equity $305,196 $136,817 $2,187 $139,599 $430,649 $18,259,545
======== ======== ====== ======== ======== ===========
1994
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
----------- ----------- ----------- ---- ----------
Assets:
Investments in master trust
at fair value (note 3) $1,266,140 $2,508,818 $386,345 $10,986,093 $93,825
---------- ---------- -------- ----------- -------
Total assets $1,266,140 $2,508,818 $386,345 $10,986,093 $93,825
---------- ---------- -------- ----------- -------
Plan equity $1,266,140 $2,508,818 $386,345 $10,986,093 $93,825
========== ========== ======== =========== =======
1994
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- ------
Assets:
Investments in master trust
at fair value (note 3) $231,492 $136,309 $86,261 $114,092 $400,699 $16,210,074
-------- -------- ------- -------- -------- -----------
Total assets $231,492 $136,309 $86,261 $114,092 $400,699 $16,210,074
-------- -------- ------- -------- -------- -----------
Plan equity $231,492 $136,309 $86,261 $114,092 $400,699 $16,210,074
======== ======== ======= ======== ======== ===========
See accompanying notes to financial statements.
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity
Years Ended September 30, 1995, 1994, and 1993
1995
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
----------- ----------- ----------- ---- ----------
Plan equity at October 1, 1994 $1,266,140 $2,508,818 $ 386,345 $10,986,093 $ 93,825
---------- ---------- --------- ----------- --------
Increases in plan equity:
Contributions 135,576 315,880 126,215 465,332 24,684
Dividends 38,384 12,511 27,413 -- 3,168
Interest 3,586 (2,866) 1,875 755,248 132
Realized gain(loss) on
investments (note 3) 33,918 71,680 -- -- 2,395
Unrealized appreciation of
investments 315,922 833,088 -- -- 24,745
Loan activity, net (5,508) 30,119 (10,333) (89,784) 2,017
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 3,264 (151,505) (5,739) (13,472) (9,784)
---------- ---------- --------- ----------- --------
525,142 1,108,907 139,431 1,117,324 47,357
---------- ---------- --------- ----------- --------
Decreases in plan equity:
Benefits paid (87,972) (63,155) (46,738) (754,529) (12,623)
Interfund transfers, net 24,268 (258,144) 254,139 11,749 (1,280)
---------- ---------- --------- ----------- --------
(63,704) (321,299) (207,401) (742,780) (13,903)
---------- ---------- --------- ----------- --------
Plan equity at September 30, 1995 $1,727,578 $3,296,426 $ 733,177 $11,360,637 $127,279
========== ========== ========= =========== ========
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- ------
Plan equity at October 1, 1994 $231,492 $136,309 $ 86,261 $114,092 $400,699 $16,210,074
-------- -------- -------- -------- --------- -----------
Increases in plan equity:
Contributions 40,942 25,401 2,322 38,471 -- 1,174,823
Dividends 7,581 4,940 3,605 3,292 -- 100,894
Interest 677 102 -- 1,010 -- 759,764
Realized gain(loss) on
investments (note 3) 12,108 (1,395) 832 1,005 -- 120,543
Unrealized appreciation of
investments 58,506 9,966 3,941 10,407 -- 1,256,575
Loan activity, net (7,997) 670 -- 5,143 75,673 --
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. (41,529) 4,317 -- -- (45,723) (260,171)
-------- -------- -------- -------- --------- -----------
70,288 44,001 10,700 59,328 29,950 3,152,428
-------- -------- -------- -------- --------- -----------
Decreases in plan equity:
Benefits paid
Interfund transfers, net (36,441) (5,646) (94,349) (1,504) -- (1,102,957)
39,857 (37,847) (425) (32,317) -- --
-------- -------- -------- -------- --------- -----------
3,416 (43,493) (94,774) (33,821) -- (1,102,957)
-------- -------- -------- -------- --------- -----------
Plan equity at September 30, 1995 $305,196 $136,817 $ 2,187 $139,599 $430,649 $18,259,545
======== ======== ======== ======== ======== ===========
See accompanying notes to financial statements. (Continued)
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity, Continued
1994
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
----------- ----------- ----------- ---- ----------
Plan equity at October 1, 1993 $1,344,427 $2,250,245 $379,911 $10,423,771 $47,845
---------- ---------- -------- ----------- -------
Increases in plan equity:
Contributions 150,243 348,055 97,377 503,274 24,197
Dividends 49,197 235,582 14,498 -- 2,038
Interest 3,485 10,873 2,020 781,273 88
Realized gain(loss) on
investments (note 3) 25,528 8,108 -- -- 2,523
Unrealized depreciation of
investments (28,451) (265,483) -- -- (2,562)
Loan activity, net (28,243) (26,926) (30,254) 51,581 1,133
Transfers (to) from other
employee benefit plans of
Armstrong World
Industries, Inc. 3,792 24,651 (14,041) 7,226 13,362
---------- ---------- -------- ----------- -------
175,551 334,860 69,600 1,343,354 40,779
---------- ---------- -------- ----------- -------
Decreases in plan equity:
Benefits paid (104,101) (284,290) (29,592) (455,164) (6,656)
Interfund transfers, net (149,737) 208,003 (33,574) (325,868) 11,857
---------- ---------- -------- ----------- -------
(253,838) (76,287) (63,166) (781,032) 5,201
---------- ---------- -------- ----------- -------
Plan equity at September 30, 1994 $1,266,140 $2,508,818 $386,345 $10,986,093 $93,825
========== ========== ======== =========== =======
"OTC" Asset Asset Mgr. Asset Mgr. Loan
Portfolio Fd. Manager Fund Income Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- ----------- -------------- ------
Plan equity at October 1, 1993 $175,265 $ 80 $ -- $ 17,153 $423,830 $15,062,527
-------- -------- ------- -------- --------- -----------
Increases in plan equity:
Contributions 49,110 16,577 6,175 26,507 -- 1,221,515
Dividends 10,178 6,318 3,829 1,546 -- 323,186
Interest 665 77 22 697 -- 799,200
Realized gain(loss) on
investments (note 3) (2,385) (1,953) (105) (44) -- 31,672
Unrealized depreciation of
investments (6,072) (6,785) (3,817) (1,196) -- (314,366)
Loan activity, net 2,884 735 1,041 (645) 28,694 --
Transfers (to) from other
employee benefit plans of
Armstrong World
Industries, Inc. (4,555) -- -- (1,119) (51,825) (22,509)
-------- -------- ------- -------- --------- -----------
49,825 14,969 7,145 25,746 (23,131) 2,038,698
-------- -------- ------- -------- --------- -----------
Decreases in plan equity:
Benefits paid (6,736) (412) -- (4,200) -- (891,151)
Interfund transfers, net 13,138 121,672 79,116 75,393 -- --
-------- -------- ------- -------- --------- -----------
6,402 121,260 79,116 71,193 -- (891,151)
-------- -------- ------- -------- --------- -----------
Plan equity at September 30, 1994 $231,492 $136,309 $86,261 $114,092 $400,699 $16,210,074
======== ======== ======= ======== ======== ===========
See accompanying notes to financial statements. (Continued)
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY, INC.
Statements of Changes in Plan Equity, Continued
1993
Commingled Specialized Money Fixed Income Armstrong
Equity Fund Equity Fund Market Fund Fund Stock Fund
----------- ----------- ----------- ---- ----------
Plan equity at October 1, 1992 $1,205,383 $1,397,522 $ 461,412 $10,144,449 $21,271
---------- ---------- --------- ----------- -------
Increases in plan equity:
Contributions 157,397 268,666 76,458 623,188 12,670
Dividends 39,894 194,534 12,385 -- 1,054
Interest 4,374 8,879 2,992 828,198 21
Realized gain (loss) on
investments (note 3) 20,198 919 -- -- (52)
Unrealized appreciation
(depreciation) of investments 90,326 296,726 -- -- 12,140
Loan activity, net (26,357) (18,752) (25,237) (71,144) 311
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 1,478 76,216 -- 8,930 2,576
---------- ---------- --------- ----------- -------
287,310 827,188 66,598 1,389,172 28,720
---------- ---------- --------- ----------- -------
Decreases in plan equity:
Benefits paid (114,149) (124,922) (72,439) (924,027) (1,051)
Interfund transfers, net (34,117) 150,457 (75,660) (185,823) (1,095)
---------- ---------- --------- ----------- -------
(148,266) 25,535 (148,099) (1,109,850) (2,146)
---------- ---------- --------- ----------- -------
Plan equity at September 30, 1993 $1,344,427 $2,250,245 $ 379,911 $10,423,771 $47,845
========== ========== ========= =========== =======
"OTC" Asset Asset Mgr. Loan
Portfolio Fd. Manager Fund Growth Fund Portfolio Fund Total
------------- ------------ ----------- -------------- -----
Plan equity at October 1, 1992 $ -- $ -- $ -- $275,100 $13,505,137
-------- ------- ------- -------- -----------
Increases in plan equity:
Contributions 27,550 80 591 -- 1,166,600
Dividends 13,252 -- -- -- 261,119
Interest 915 -- 46 -- 845,425
Realized gain (loss) on
investments (note 3) 162 -- -- -- 21,227
Unrealized appreciation
(depreciation) of investments (3,087) -- 164 -- 396,269
Loan activity, net 2,548 -- 71 138,560 --
Transfers (to) from other
employee benefit plans of
Armstrong World Industries,
Inc. 11,638 -- -- 10,170 111,008
-------- ------- ------- -------- -----------
52,978 80 872 148,730 2,801,648
-------- ------- ------- -------- -----------
Decreases in plan equity:
Benefits paid (7,670) -- -- -- (1,244,258)
Interfund transfers, net 129,957 -- 16,281 -- --
-------- ------- ------- -------- -----------
122,287 -- 16,281 -- (1,244,258)
-------- ------- ------- -------- -----------
Plan equity at September 30, 1993 $175,265 $80 $17,153 $423,830 $15,062,527
======== ===== ======= ======== ===========
See accompanying notes to financial statements.
SAVINGS PLAN FOR SALARIED 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 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
----------------
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 in each of the following
methods:
1. Up to 15%, but not less than 2%, of their compensation as deferred
compensation as permitted under Section 401(k) of the Internal
Revenue Code.
2. 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 of amounts attributable
to before-tax contributions, a participant will not be permitted to
resume making contributions until the first day of January, April,
July, or October which follows twelve months from the date of the
withdrawal.
In the event of a withdrawal during employment of amounts attributable
to after-tax contributions, 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.
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
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.
Under the rules of the Plan, a participant may borrow up to 50% of his
or her account other than amounts attributable to after-tax
contributions or amounts invested in the Armstrong Stock Fund
attributable to Company-matching contributions, subject to a $50,000
maximum, with the approval of the Plan Administrator. The amount of
the loan is transferred to a loan portfolio fund pledged as security
for the loan and is evidenced by a promissory note payable to the Plan.
Interest rates are determined periodically by the Company in accordance
with prevailing interest rates. Loan repayments are made by payroll
deductions or in a manner agreed to by the participant and the Plan
Administrator.
(3) Investments in Master Trust
---------------------------
Assets of the Plan are held in a Master Trust administered by the
Fidelity Management Trust Co. The assets 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 206 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
297 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 165 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 508 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 56 active participants in this
investment fund. Common stock shares held by the fund at September
30, 1995 and 1994 were 2,293 and 2,163, 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 63 active
participants in this investment fund.
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements, (Continued)
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 28
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 7 active
participants in this investment fund.
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 41 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 76 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 $ 1,289,642 $ 1,727,578 $ 1,144,126 $ 1,266,140
Specialized equity 2,482,720 3,296,426 2,528,200 2,508,818
Money market 733,177 733,177 386,345 386,345
Fixed income 11,360,637 11,360,637 10,986,093 10,986,093
Armstrong stock 96,538 127,279 87,829 93,825
OTC portfolio 255,849 305,196 240,651 231,492
Asset manager 133,636 136,817 143,094 136,309
Asset manager income 2,063 2,187 90,078 86,261
Asset manager growth 130,224 139,599 115,124 114,092
Loan portfolio 430,649 430,649 400,699 400,699
----------- ----------- ----------- -----------
$16,915,135 $18,259,545 $16,122,239 $16,210,074
=========== =========== =========== ===========
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
--------- --------- --------
1995 Proceeds Cost Gain (Loss)
---- -------- ---- -----------
Commingled equity $ 205,346 $ 171,428 $ 33,918
Specialized equity 622,238 550,558 71,680
Armstrong stock 26,732 24,337 2,395
OTC portfolio 154,894 142,786 12,108
Asset manager 63,132 64,527 (1,395)
Asset manager income 94,774 93,942 832
Asset manager growth 42,558 41,553 1,005
---------- ---------- --------
$1,209,674 $1,089,131 $120,543
========== ========== ========
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF AMERICAN OLEAN TILE COMPANY
Notes to Financial Statements, (Continued)
1994 Aggregate Aggregate Realized
---- ---------- --------- --------
Proceeds Cost Gain (Loss)
-------- ---- -----------
Commingled equity $ 304,239 $278,711 $25,528
Specialized equity 585,116 577,008 8,108
Armstrong stock 8,409 5,886 2,523
OTC portfolio 68,779 71,164 (2,385)
Asset manager 36,646 38,599 (1,953)
Asset manager income 2,906 3,011 (105)
Asset manager growth 23,364 23,408 (44)
---------- -------- -------
$1,029,459 $997,787 $31,672
========== ======== =======
1993
----
Commingled equity $ 233,149 $212,951 $20,198
Specialized equity 252,641 251,722 919
Armstrong stock 2,396 2,448 (52)
OTC portfolio 16,404 16,242 162
---------- -------- -------
$ 504,590 $483,363 $21,227
========== ======== =======
(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 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
--------------------
By a letter dated February 1, 1996, the Internal Revenue Service has
determined and informed the Company that the Plan qualifies under the
applicable provisions of the Internal Revenue Code and is therefore
exempt from federal income taxes.
(7) Subsequent Event
----------------
On December 29, 1995, American Olean Tile Company, Inc., formed a
business combination with Dal-Tile International, Inc. It is
anticipated that Dal-Tile will merge the Plan into a comparable defined
contribution plan on April 1, 1996.
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 Salaried Employees of American Olean Tile Company, 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 Plan 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 relation to
the basic financial statements taken as a whole.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
February 1, 1996
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
February 1, 1996 relating to the statements of net assets of the Savings Plan
for Salaried Employees of American Olean Tile Company, 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