EXHIBIT 99
[LOGO]
ARMSTRONG WORLD INDUSTRIES, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
George A Lorch, Frank A. Riddick III and Deborah K. Owen, or any one or more of
them, with the power of substitution in each, are hereby authorized to represent
the undersigned at the Annual Meeting of the shareholders of Armstrong World
Industries, Inc. to be held at the principal office of the Company, 2500
Columbia Avenue, in Lancaster, Pennsylvania, on Monday, May 1, 2000 at 10:00
a.m. local time, and at any postponement or adjournment of that meeting. At
that meeting, they are authorized to vote, as indicated below, the same number
of shares as the undersigned would be entitled to vote if then personally
present including shares, if any, credited to the undersigned's account under
the Company's shareholder dividend reinvestment plan.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HERE BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF THREE
TERMS OF THE MANAGEMENT ACHIEVEMENT PLAN AND FOR THE APPROVAL OF THE
ESTABLISHMENT OF A HOLDING COMPANY AND RELATED MATTERS.
THIS PROXY IS CONTINUED ON THE BACK.
PLEASE SIGN ON THE BACK AND RETURN PROMPTLY.
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Please mark your
vote as [X]
indicated in
this example
The Board of Directors recommends a vote FOR each of the following proposals
PROPOSAL 1: ELECTION OF THREE DIRECTORS FOR TERMS FOR all nominees listed WITHHOLD [__]
TO EXPIRE IN 2003. [__] (except as marked to AUTHORITY to
NOMINEES: Van C. Campbell, John A. Krol, and David W. Raisbeck the contrary below) vote for all nominees
To withhold authority to vote for any individual nominee, write the
nominee's name in the space provided below.
PROPOSAL 2: APPROVAL OF THREE TERMS OF ARMSTRONG'S
MANAGEMENT ACHIEVEMENT PLAN FOR AGAINST ABSTAIN
[__] [__] [__]
PROPOSAL 3: ESTABLISHMENT OF A HOLDING COMPANY
FOR AGAINST ABSTAIN
[__] [__] [__]
WILL
ATTEND
[__]
If you plan to attend the Annual Meeting, please
mark the Will Attend block. An admission ticket
will be mailed to you.
In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting or any postponement or
adjournment. If necessary, cumulative voting
rights will be exercised to secure the election of
as many as possible of the Board of Directors'
nominees. Please mark, sign (exactly as name(s)
appears at left), date and mail this card promptly
in the postage prepaid return envelope provided.
Executors, administrators, trustees, attorneys,
guardians, etc. should so indicate when signing.
Signature__________________________________ Date _______________________
Signature _________________________________ Date _______________________
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