SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
The Board of Directors of Armstrong Holdings, Inc. (the "Company")
declared a distribution of one Right for each share of Common Stock of the
Company distributed to shareholders in connection with the Share Exchange under
the Agreement and Plan of Exchange (whereby all Armstrong World Industries, inc.
common stock was exchanged for the Company's Common Stock) and with respect to
each share of Common Stock that may be issued by the Company thereafter and
prior to the "Distribution Date" (or the earlier redemption or expiration of the
Rights) described below. The Rights are effective as of their distribution to
shareholders.
Upon the occurrence of certain events described below, each Right would
entitle the registered holder to purchase from the Company a unit consisting of
one-hundredth of a share (a "unit") of Series One Class A Preferred Stock,
without par value (the "Preferred Stock"), at a purchase price of $300 per unit,
subject to adjustment (the "Purchase Price"). The Purchase Price must be paid
in cash or, if the Company shall in its sole discretion so consent, shares of
Common Stock having a value at the time of exercise equal to the Purchase Price.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and the Rights Agent.
Unless otherwise delayed by an action of the Board of Directors, the
Rights will separate from the Common Stock upon the earlier to occur of (i) ten
(10) days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of shares of the Company's capital stock
representing twenty percent (20%) or more of the voting power of all outstanding
shares of capital stock of the Company (the date of such announcement being
referred to as the "Stock Acquisition Date") or such later date as specified by
the majority of the Disinterested Directors, or (ii) ten (10) business days
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning outstanding shares of the Company's
capital stock representing twenty-eight percent (28%) or more of the voting
power of all outstanding shares of capital stock of the Company, or such later
date as specified by the majority of the Disinterested Directors.
The term "Disinterested Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
the Acquiring Person became an Acquiring Person, any person who is subsequently
elected to the Board to fill a vacancy created by an increase in the size of the
Board if such person is recommended or approved by a majority of the
Disinterested Directors, and any successor of a Disinterested Director if such
person is recommended or approved by a majority of the Disinterested Directors,
but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred only with such Common Stock
certificates, (ii) new Common Stock certificates issued will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights will be attached to all Common Stock certificates representing shares
then outstanding until the occurrence of a Distribution Date or the earlier
redemption or expiration of the Rights. No separate Rights Certificates will be
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distributed unless and until a Distribution Date occurs. The Rights will expire
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at the close of business on March 21, 2006, unless extended or earlier redeemed
by the Board as described below.
As soon as practicable after a Distribution Date (except as otherwise
provided above), Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on a Distribution Date and, thereafter,
such separate Rights Certificates alone will represent the Rights.
In the event that, at any time following the Distribution Date, (i) the
Company is the surviving corporation in a merger with an Acquiring Person and
its Common Stock is not changed or exchanged, or (ii) a Person becomes the
beneficial owner of shares of the Company's
capital stock representing twenty-eight percent (28%) or more of the voting
power of all outstanding shares of capital stock of the Company, each holder of
a Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
exercise price per Right is $300. Notwithstanding any of the foregoing,
following the occurrence of any of the events described in item (i) or (ii) in
this paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person will
be null and void. However, the Rights are not exercisable following the
occurrence of either of the events set forth in this paragraph until such time
as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $300 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $600
worth of Common Stock (or other consideration, as noted above) for $300.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in certain merger or other business combination
transactions (other than a merger described in the second preceding paragraph)
or (ii) fifty percent (50%) or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right.
The right to purchase Common Stock of the Company or common stock of an
Acquiring Person at a discount in the circumstances described in the preceding
paragraphs would not be exercisable if the Right holder has previously exercised
the right to purchase Preferred Stock.
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent (1%) of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.
At any time until ten days after the Stock Acquisition Date, the Board
of Directors may redeem the Rights in whole, but not in part, at a price of $.05
per Right. The redemption period may be extended by the Company's Board of
Directors at any time prior to the expiration of such period. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Disinterested Directors. After the
redemption period has expired, the Company's right of redemption may be
reinstated if an Acquiring Person reduces his beneficial ownership to shares of
capital stock of the Company representing ten percent (10%) or less of the
voting power of all outstanding shares of capital stock of the Company in a
transaction or series of transactions not involving the Company. Immediately
upon the action of the Board of Directors ordering redemption of the Rights,
with, where required, the concurrence of a majority of the Disinterested
Directors, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.05 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company arising from the Right itself, including,
without limitation, the right to vote or to receive dividends. While the
initial declaration and distribution of the Rights will not be taxable to the
shareholders or the Company, shareholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable for
Common Stock (or
other consideration) of the Company or for common stock of an acquiring company
as set forth above.
Under the Rights Plan, the Board has broad amendatory powers. Other than
those provisions relating to the principal economic terms of the Rights, any of
the provisions of the Rights Agreement may be amended by the Board prior to the
Distribution Date. After the Distribution Date, amendments may not adversely
affect Right holders' interests but any amendment suspending the provisions of
the Rights Plan by excluding any acquirer from its benefits shall not be deemed
to adversely affect Rights' holders interests. Under certain circumstances, an
amendment would require the concurrence of the Disinterested Directors.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission. A copy is also available free of charge from the Company.
This summary description does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is incorporated herein by
reference.