SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Armstrong World Industries, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0366390
(State of incorporation or organization) (IRS Employer Identification No.)
313 West Liberty Street
Lancaster, Pennsylvania 17603
(Address of principal executive offices)
(Zip Code)
If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check registration statement under the
the following box. [ ] Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights, New York Stock Exchange
no par value Pacific Stock Exchange
Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
The Board of Directors of Armstrong World Industries, Inc. (the
"Company") declared a distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding common share, par value $1.00 per share (the
"Common Stock "), of the Company. The distribution is payable at the close of
business on March 21, 1996 to the shareholders of record on January 19, 1995
(the "Record Date") as well as shares thereafter issued. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Chemical Mellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent"). Terms not otherwise defined in this Registration
Statement shall have the meanings set forth in the Rights Agreement which is
attached hereto and incorporated herein by reference.
The Rights Plan provides for the issuance to the Company's common
shareholders of a unit consisting of one Right to buy one-hundredth of a share
of Series One Preferred Stock, which is a series of the Company's Class A
Preferred Stock ( the "Series One Preferred Stock", and each share a "Preferred
Share"), more fully described below, for each share of Common Stock outstanding
as of the close of business on March 21, 1996 and for each share that is issued
thereafter.
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 earlier of
(i) and (ii) is referred to as the "Distribution Date."
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.
In the event that after such acquisition Company is thereafter merged
and does not survive the merger or the Company's Common Stock is changed into or
exchanged for the acquiror's stock or other securities of any other person or
cash or other property (each such event is
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a "Merger Trigger") or fifty percent (50%) or more of the Company's assets or
earnings power are sold in a single or related series of transactions (the "Sale
of Assets Trigger"), the Rights which are outstanding at the time of the merger
or the sale "flip over" and become rights to buy shares of the acquiror's common
stock at the exercise price at a fifty percent (50%) discount to the market
price. In addition, in the event the acquiring person or group acquires
beneficial ownership of Company voting stock representing twenty-eight ("28%
voting power") (the 28% Trigger") or merges into the Company without exchanging
the Company's Common Stock for the acquiror's stock ("The Reverse Merger
Trigger"), the Rights which are outstanding at the time of the acquisition of
28% voting power or the merger (other than the Rights held by the acquiring
person or group) "flip in" and become rights to buy shares of the Company's
Common Stock at the exercise price at a fifty percent (50%) discount to the
market price. The exercise price for each Right is $300.
Until the Distribution Date, the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of the summary of Rights
attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights) the Rights will be transferred with the Common Stock,
and transfer of those certificates will also constitute transfer of those
Rights.
As soon as practicable following the Distribution Date, except as
provided above, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on March 21, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, as described below.
The Purchase Price, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution, in the event of, among other
events:
(i) a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, or
(ii) the grant to holders of the Preferred Shares of certain rights
to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion
price, less than the then-current market price of the Preferred
Shares, or
(iii) the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends
payable in Preferred Shares) 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 require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-
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hundredth of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on the last
trading day prior to the date of exercise.
The Series One Preferred Stock issuable upon exercise of the Rights is
redeemable and is junior to the Series A ESOP Convertible Preferred Stock (the
"ESOP Preferred Stock").
Except as required by law, the Series One Preferred Stock will have no
voting rights. At this time, the Company's Common Stock and its ESOP Preferred
Stock are the only classes of stock with voting power. Subject to the
preferential rights of holders of ESOP Preferred Stock, upon issuance, each
share of the Series One Preferred Stock will be entitled to receive quarterly
dividends per share at the greater of a fixed amount to be determined or 100
times the dividend paid per share on the Common Stock for the previous quarter.
In the event of liquidation and subject to the preferential rights of holders of
ESOP Preferred Stock, the holders of the Series One Preferred Stock shall
receive a liquidation payment of $100 per share plus accrued and unpaid
dividends ("Series One Participation Preference") plus an amount, if any, which
permits holders of Series One Preferred Stock to share in any additional portion
of the Company's liquidation proceeds. The foregoing rights are protected
against dilution in the event additional shares of the Series One Preferred
Stock are issued. The value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should, because of the nature of
the Preferred Shares' dividend and liquidation rights, approximate the value of
one Common Share.
The Rights are redeemable at any time prior to ten (10) days after the
public announcement of an acquisition of beneficial ownership, by one party or
several parties acting as a group, of Company stock representing at least twenty
percent (20%) voting power of the Company. In certain circumstances, redemption
will require the concurrence of a majority of the "Disinterested Directors".
The terms of the Rights may be amended by the Board without the
consent of the holders of the Rights except that (1) amendments extending the
redemption period must be made while the Rights are still redeemable; (2)
certain basic terms (e.g., redemption price) may not be amended; and (3) after
the Distribution Date, amendments may not adversely affect Right holders'
interests but any amendment suspending the provisions of the Rights Plan by
excluding an acquirer from the "flip-in" shall not be deemed to adversely affect
Rights' holders interests. Under certain circumstances, an amendment would
require the concurrence of the Disinterested Directors.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights would cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
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approved by the Board since the Rights may be redeemed by the Company at the
Redemption Price in accordance with the provisions of the Rights Agreement.
The Rights Agreement between the Company and Rights Agent, effective
as of March 21, 1996, and the exhibits thereto are attached herewith and
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and exhibits.
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Item 2. Exhibits
1. Rights Agreement effective as of March 21, 1996, between
Armstrong World Industries, Inc. and Chemical Mellon Shareholder
Services, L.L.C. which includes (i) the Form of by Amendment to
the Articles of Incorporation of the Company setting forth the
terms of the Series One Preferred Stock as Exhibit A, (ii) the
Form of Rights Certificate as Exhibit B and (iii) the Summary of
Rights to Purchase Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed
until after the Distribution Date for the Rights.
2. Form of Shareholder Letter.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
Armstrong World Industries, Inc.
By: /s/L .A. Pulkrabek
--------------------------------------
Name: L. A. Pulkrabek
Title: Senior Vice President,
Secretary and General Counsel
Dated: February 1, 1996
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EXHIBIT LIST
Exhibit Description Page No.
1. Rights Agreement effective as of March 21, 1996, between Armstrong
World Industries, Inc. and Chemical Mellon Shareholder Services,
L.L.C. which includes (i) the Form of Amendment to the Articles of
Incorporation of the Company setting forth the terms of the
Series One Preferred Stock as Exhibit A, (ii) the Form of
Rights Certificate as Exhibit B and (iii) the Summary of
Rights to Purchase Preferred Stock as Exhibit C. Pursuant to
the Rights Agreement, printed Right Certificates will not be
mailed until after the Distribution Date for the Rights.
2. Form of Shareholder Letter.