SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 12, 1998
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Date of Report (Date of earliest event reported)
ARMSTRONG WORLD INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 1-2116 23-0366390
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(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
P.O. BOX 3001
LANCASTER, PENNSYLVANIA 17604
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(Address of Registrant's Principal Executive Office) (Zip Code)
(717) 397-0611
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On June 13, 1998, Armstrong World Industries, Inc., a Pennsylvania
corporation (the "Company"), announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of June 12, 1998, by and among
Triangle Pacific Corp. ("Triangle Pacific"), a Delaware corporation, the Company
and Sapling Acquisition, Inc. ("Sapling"), a Delaware corporation and a wholly
owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company
will commence a cash tender offer (the "Offer") for all of the outstanding
shares of common stock, par value $.01 per share (the "Shares"), of Triangle
Pacific at $55.50 per share within five business days from June 13, 1998. The
tender will be followed by a merger in which any untendered Shares will be
converted into the right to receive the same price in cash. The consummation of
the Offer is contingent upon a majority of the Shares, on a fully diluted basis,
being tendered and other customary conditions. In addition, the Company entered
into a Stock Tender Agreement (the "Stock Tender Agreement"), dated as of June
12, 1998, by and among the Company, Sapling and TCW Special Credits Fund IIIb, a
California limited partnership, TCW Special Credits Trust, a California
collective investment trust, TCW Special Credits Trust IIIb, a California
collective investment trust, TCW Special Credits Fund V, a California limited
partnership, Weyerhaeuser Company Master Retirement Trust, a special account,
The Common Fund for Bond Investments, a special account, and TCW Asset
Management Company, a California corporation (collectively, the "Stock Tender
Parties"). Pursuant to the terms of the Stock Tender Agreement, the Stock Tender
Parties, subject to certain exceptions, have agreed to tender (and not
thereafter withdraw) their Shares (representing approximately 35% of Triangle
Pacific's common stock on a fully diluted basis) pursuant to and in accordance
with the terms of the Offer.
A copy of the Company's press release, dated June 13, 1998 is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Financial Statements.
None.
Pro Forma Financial Information.
None.
Exhibits.
10.1 Agreement and Plan of Merger, including certain exhibits
thereto, dated as of June 12, 1998, by and among Triangle
Pacific Corp., Armstrong World Industries, Inc. and
Sapling Acquisition, Inc.
10.2 Stock Tender Agreement, dated as of June 12, 1998, by and
among Armstrong World Industries, Inc., Sapling
Acquisition, Inc. and TCW Special Credits Fund IIIb, TCW
Special Credits Trust, TCW Special Credits Trust IIIb, TCW
Special Credits Fund V, Weyerhaeuser Company Master
Retirement Trust, The Common Fund for Bond Investments and
TCW Asset Management Company.
99.1 Press Release, dated June 13, 1998.
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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/ Deborah K. Owen
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Deborah K. Owen Senior Vice President,
Secretary and General Counsel
Date: June 15, 1998
EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Agreement and Plan of Merger, including certain exhibits thereto,
dated as of June 12, 1998, by and among Triangle Pacific Corp.,
Armstrong World Industries, Inc. and Sapling Acquisition, Inc.
10.2 Stock Tender Agreement, dated as of June 12, 1998, by and among
Armstrong World Industries, Sapling Acquisition, Inc. and TCW
Special Credits Fund IIIb, TCW Special Credits Trust, TCW Special
Credits Trust IIIb, TCW Special Credits Fund V, Weyerhaeuser
Company Master Retirement Trust, The Common Fund for Bond
Investments and TCW Asset Management Company.
99.1 Press Release, dated June 13, 1998.
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