SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 1, 2000
ARMSTRONG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 333-32530 23-3033414
(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification Number)
2500 Columbia Avenue, Lancaster, PA 17604
(Address of principal executive offices) (ZIP code)
Registrant's telephone number including area code: (717) 397-6011
Item 5. Other Events
Effective May 1, 2000, Armstrong Holdings, Inc. ("Holdings"), a
Pennsylvania corporation, became the indirect parent holding company of
Armstrong World Industries, Inc. ("Armstrong"). This restructuring was approved
Armstrong's shareholders at Armstrong's 2000 annual meeting on May 1, 2000. As
of the effective date, the holders of Armstrong common stock became holders of
Holdings common stock and the present stock certificates representing Armstrong
common stock automatically represent Holdings common stock. Each share of
Holdings common stock is accompanied by a preferred stock purchase right,
pursuant to the Rights Agreement dated as of March 14, 2000 by and between
Armstrong Holdings, Inc. and American Stock Transfer & Trust, Inc. (the "Rights
Agreement"). The Rights Agreement has terms substantially identical to those of
the shareholder rights plan adopted by Armstrong in 1996. The terms of the
rights are summarized in Exhibit B of the Rights Agreement, attached hereto as
Exhibit 99.2, and Exhibit B is incorporated herein by reference. A copy of the
press release dated May 1, 2000 announcing the consummation of the transaction
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to Section 12g-3(a) of the General Rules and Regulation under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), Holdings is a
successor issuer to Armstrong and shares of common stock of Holdings and the
accompanying preferred stock purchase rights are deemed registered for the
purposes of Section 12(b) of the 1934 Act. The Holdings common stock and rights
are listed on the New York Stock Exchange and trade under the symbol "ACK".
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Exchange dated as of March 14, 2000, by
and among Armstrong Holdings, Inc. and Armstrong World
Industries, Inc.
3.1(i) Amended and Restated Articles of Incorporation of Armstrong
Holdings, Inc.
99.1 Press Release issued by Armstrong Holdings, Inc., dated as of
May 1, 2000.
99.2 Shareholders Summary of Rights to Purchase Preferred Stock
dated March 14, 2000.
99.3 Rights Agreement dated as of March 14, 2000 by and between
Armstrong Holdings, Inc. and American Stock Transfer & Trust,
Inc.
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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 thereunto duly authorized.
ARMSTRONG HOLDINGS, INC.
Dated: May 4, 2000 By: /s/ Deborah K. Owen
Name: Deborah K. Owen
Title: Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Exchange dated as of March 14, 2000, by
and among Armstrong Holdings, Inc. and Armstrong World
Industries, Inc.
3.1(i) Amended and Restated Articles of Incorporation of Armstrong
Holdings, Inc.
99.1 Press Release issued by Armstrong Holdings, Inc., dated as of
May 1, 2000.
99.2 Shareholders Summary of Rights to Purchase Preferred Stock
dated as of March 14, 2000.
99.3 Rights Agreement dated as of March 14, 2000 by and between
Armstrong Holdings, Inc. and American Stock Transfer & Trust,
Inc.
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