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): December 29, 1995
Armstrong World Industries, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-2116 23-0366390
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
313 West Liberty Street, P.O. Box 3001, Lancaster, Pennsylvania 17604
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (717) 397-0611
Item 2. ACQUISITION OR DISPOSITION OF ASSETS:
On December 29, 1995, Armstrong World Industries, Inc. (the
"Registrant") sold one hundred percent of the stock in its indirect wholly-owned
subsidiary, American Olean Tile Company, Inc. ("American Olean"), and
contributed $27.6 million in cash, to Dal-Tile International Inc. ("Dal-Tile")
in exchange for 37 percent of Dal-Tile's common stock (the "Business
Combination"). The Business Combination was effected pursuant to a Stock
Purchase Agreement dated as of December 21, 1995, by and among the Registrant
and two of its wholly-owned subsidiaries, on the one hand, and Dal-Tile, on the
other hand. The Business Combination includes the Registrant's agreement,
suject to regulatory approval, to substitute Dal-Tile for the Registrant's
49.99% interest in Recubrimientos Interceramic, S.A. de C.V. ("RISA"), which is
American Olean's Mexican joint venture partner. American Olean and RISA
manufacture, market and sell ceramic tile and ceramic tile products.
The consideration received for the shares of American Olean was
determined in arms-length negotiations with Dal-Tile. The Business Combination
will be accounted for at fair value and the Registrant's 37 percent interest in
Dal-Tile will be accounted for by the equity method. Dal-Tile is a leading
manufacturer, distributor and marketer of glazed and unglazed tile in North
America.
Pursuant to a Shareholders Agreement dated December 29, 1995 between
the Registrant and two of its wholly-owned subsidiaries, on the one hand, and
Dal-Tile and AEA Investors, Inc. ("AEA"), on the other hand, the Registrant
initially has the right to designate three of the ten members of the Board of
Directors of Dal-Tile. The Shareholders Agreement also (i) requires a
supermajority vote of the directors for certain extraordinary actions, and
(ii) sets forth various rights with respect to the Dal-Tile shares owned by AEA
and by the Registrant, including but not limited to, rights of first refusal,
take along rights, tag along rights and registration rights. The Registrant is,
however, not aware of any material relationship between it or any of its
directors or officers, or between any affiliate or the directors or officers of
any affiliate, and Dal-Tile that existed prior to the date of the Business
Combination.
The foregoing is a summary description of the Business Combination and
related transactions and is qualified in its entirety by reference to the Stock
Purchase Agreement and other exhibits filed with this Form 8-K.
The Registrant issued a press release announcing the consummation of
the Business Combination on January 2, 1996, a copy of which is attached hereto
as Exhibit 99.01.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to provide the required financial statements at
the time of the filing of this report on Form 8-K. The required
financial statements will be filed in an amendment to this report as
soon as is practicable but not later than 60 days after January 13,
1995.
(b) PRO FORMA FINANCIAL INFORMATION.
In order to accurately reflect the transactions for which this
report is filed, the pro-forma financial information reflecting the
disposition of American Olean will be combined with the pro-forma
financial information reflecting the Registrant's acquisition of 37
percent of Dal-Tile. As a result, it is impracticable to
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provide the required pro forma financial information at the time of
the filing of this report on Form 8-K. The required pro-forma
financial information will be filed in an amendment to this Form 8-K
as soon as practicable but not later than 60 days after January 13,
1996.
(c) Exhibits.
Exhibit No. Description Reference
- ----------- ----------- ---------
2.01 Stock Purchase Agreement, dated as of December Filed herewith
21, 1995, by and among Dal-Tile, on the one
hand, and the Registrant, Armstrong Cork
Finance Corporation ("ACFC") and Armstrong
Enterprises, Inc. ("AEI"), on the other hand.
99.01 Press Release dated January 2, 1996. Filed herewith
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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 WORLD INDUSTRIES, INC.
Dated: January 16, 1996 By: /s/ L.A. Pulkrabek
---------------------------
L.A. PULKRABEK
Senior Vice President,
Secretary and General Counsel
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Exhibit Index
-------------
Exhibit No. Description Sequential Page No.
- ----------- ----------- ---------------------
2.01 Stock Purchase Agreement by and Filed herewith at page 6.
among Dal-Tile, on the one hand,
and the Registrant, Armstrong
Cork Finance Corporation ("ACFC")
and Armstrong Enterprises, Inc.
("AEI") on the other hand, dated
as of December 21, 1995.
99.01 Press Release dated January 2, 1996. Filed herewith at page 109.