EXHIBIT 2.1
AGREEMENT AND PLAN OF EXCHANGE
BETWEEN
ARMSTRONG WORLD INDUSTRIES, INC.
AND
ARMSTRONG HOLDINGS, INC.
RECITALS
A. Armstrong World Industries, Inc. (the "Exchanging Corporation") is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000
shares of Common Stock, par value $1.00 per share ("AWI Common Stock"), of which
40,217,225 shares are issued and outstanding as February 18, 2000, and
20,000,000 shares of Class A Preferred Stock, without par value ("AWI Preferred
Stock"), none of which are issued and outstanding as of the date hereof.
B. Armstrong Holdings, Inc. (the "Acquiring Corporation") is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania, which is authorized to issue 200,000,000
shares of Common Stock, par value $1.00 per share ("Holdings Common Stock"), of
which 100 shares are issued and outstanding as of the date hereof and 20,000,000
shares of Class A Preferred Stock, without par value ("Holdings Preferred
Stock").
C. The Exchanging Corporation and the Acquiring Corporation desire to
effect the exchange of shares immediately contemplated hereby (the "Exchange")
so that after the Exchange, the shareholders of the Exchanging Corporation hold
all of the issued and outstanding shares of the Acquiring Corporation and the
Exchanging Corporation is a wholly-owned subsidiary of the Acquiring
Corporation.
D. The Board of Directors of the Exchanging Corporation and the
Acquiring Corporation have each adopted resolutions approving this Agreement and
Plan of Exchange (the "Agreement") in accordance with the Pennsylvania Business
Corporation Law of 1988 (the "BCL") and each directing that it be submitted to
the shareholders of the Exchanging Corporation and the Acquiring Corporation,
respectively, for adoption.
ARTICLE I
General
1.01 Parties to Exchange. The Exchanging Corporation and the Acquiring
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Corporation shall effect the Exchange in accordance with and subject to the
terms of this Agreement.
1.02. Effectiveness. Subject to the terms of this Agreement, the parties
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hereto shall file Articles of Exchange, and such other documents and instruments
as are required by, and complying in all respects with, the BCL with appropriate
state officials after the adoption of the Agreement by the shareholders of the
Exchanging Corporation, at such time as the Exchanging Corporation and the
Acquiring Corporation shall mutually agree. The Exchange shall become effective
upon the filing of the Articles of Exchange in the Department of State of the
Commonwealth of Pennsylvania in accordance with the terms of the Articles of
Exchange (the "Effective Time").
1.03. Termination. Notwithstanding shareholder approval of this Agreement,
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this Agreement may be terminated at any time prior to the Effective Time by
either the Acquiring Corporation by written notice to the Exchanging Corporation
prior to the Effective Time or by the Exchanging Corporation at any time prior
to the Effective Time by resolution approved by its Board of Directors.
1.04. Amendment. This Agreement may be amended by the Board of Directors of
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both the Exchanging Corporation and the Acquiring Corporation at any time prior
to submission of the Agreement to the shareholders of the Exchanging Corporation
for approval and, to the extent permitted by law, at any time thereafter prior
to the Effective Time.
ARTICLE II
Capital Stock
2.01. Exchange. At the Effective Time each share of AWI Common Stock and
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AWI Preferred Stock issued and outstanding immediately prior to the Effective
Time shall, by virtue of the Exchange and without any action on the part of the
holders thereof, be converted into and exchanged for one share of Holdings
Common Stock and one share of Holdings Preferred Stock, respectively. The
Acquiring Corporation shall thereupon have acquired and be the holder of each
share of AWI Common Stock and AWI Preferred Stock converted and exchanged in the
Exchange. No shares of AWI Common Stock or AWI Preferred Stock shall cease to
exist by reason of such conversion and exchange. Solely for the purpose of the
definition of "Change of Control" in any employee benefit plan, change of
control agreement or other agreement of the Exchanging Corporation, the AWI
Common Stock shall be deemed to be acquired by the Acquiring Corporation
directly from the Exchanging Corporation.
2.02. Stock Certificates. Following the Effective Time, each holder of an
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outstanding certificate or certificates theretofore representing shares of AWI
Common Stock or AWI Preferred Stock may, but shall not be required to, surrender
the same to the Acquiring Corporation for new certificates representing shares
of Holdings Common Stock or Holdings Preferred Stock, as the case may be, and
each such holder or transferee will be entitled to receive a certificate or
certificates representing the same number of shares of the Acquiring
Corporation. Without any further action on the part of the Exchanging
Corporation or the Acquiring Corporation, each outstanding certificate which,
immediately prior to the Effective Time, represented AWI Common Stock or AWI
Preferred Stock, shall from and after the Effective Time be deemed and treated
for all corporate purposes to represent the ownership of the same number of
shares of Holdings Common Stock or Holdings Preferred Stock, as the case maybe,
as though a surrender or transfer and exchange had taken place.
2.03. Cancellation of Holdings Common and Holdings Preferred Stock held by
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the Exchanging Corporation. Immediately prior to the Effective Time, each share
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of Holdings Common and Preferred Stock issued and outstanding immediately before
the Effective Time shall be cancelled and thereupon shall constitute an
authorized but unissued share, and all rights in respect thereof shall cease.
ARTICLE III
3.01 Articles of Incorporation of the Exchanging Corporation. The Articles
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of Incorporation of the Acquiring Corporation in effect prior to the Effective
Time and attached hereto as Attachment A shall continue to be the Articles of
Incorporation of the Acquiring Corporation after the Effective Time, unaffected
by the Exchange until amended, modified or repealed.
3.02 Bylaws. The Bylaws of the Acquiring Corporation in effect prior to
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the Effective Time and attached hereto as Attachment B shall continue to be the
Bylaws of the Acquiring Corporation after the Effective Time, unaffected by the
Exchange, until amended, modified or repealed.
3.03 Directors. The directors of the Exchanging Corporation immediately
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prior to the Effective Time shall be the directors of the Acquiring Corporation
from and after the Effective Time until their successors are duly elected and
qualified or until their earlier death, resignation or removal.
3.04 Stock Plans. The Acquiring Corporation shall assume the obligations
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of the Exchanging Corporation pursuant to the existing stock plans of the
Exchanging Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Exchange as of March 14, 2000.
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ George A. Lorch
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Name: George A. Lorch
Title: Chairman and Chief Executive
Officer
ARMSTRONG HOLDINGS, INC.
By: /s/ George A. Lorch
--------------------------------
Name: George A. Lorch
Title: Chairman and Chief Executive
Officer