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): June 9, 1997
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) dentification 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 5. Other Events.
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(a) The registrant announced its intention to commence an all cash
offer to purchase all of the outstanding shares of Domco Inc., a Canadian
corporation ("Domco"), at CDN$23.00 per share, equivalent to US$16.67, for a
total purchase price of CDN$488, equivalent to US$354 million (the "Offer").
The Offer is conditioned upon two-thirds of Domco's outstanding shares on a
fully-diluted basis being validly tendered in the offer and not withdrawn,
approval of the appropriate regulatory authorities and other customary
conditions. The press release attached hereto as Exhibit 99.01 more fully
describes the terms of the Offer and related matters.
(b) In a related matter, the registrant also announced that it had
filed a ten count complaint in the United Stated District Court for the Eastern
District of Pennsylvania against Sommer Allibert, S.A. ("Sommer Allibert"), a
corporation organized under the laws of France which is the controlling
shareholder of Domco. In its complaint, the registrant seeks a preliminary and
permanent injunction to enjoin Sommer Allibert from merging its floor covering
business, including Domco, with Tarkett A.G., a corporation organized under the
laws of Germany ("Tarkett"). The registrant alleges in its complaint that Sommer
Allibert fraudulently induced the registrant to provide confidential information
to Sommer Allibert during the course of negotiations concerning a proposed
acquisition of Sommer Allibert's world-wide floor covering business for US$775
million (FF4.5 billion). The registrant's complaint alleges that Sommer Allibert
then used the registrant's confidential information, including information
concerning the registrant's proposed cash acquisition of Sommer Allibert's floor
covering business, to fashion a combination with Tarkett. The registrant has
also alleged that the misappropriation of its confidential information was in
breach of a confidentiality agreement entered into between it and Sommer
Allibert. In the complaint, the registrant seeks a court order enjoining Sommer
Allibert from consummating the proposed combination with Tarkett, a court order
enjoining Sommer Allibert from continuing to misappropriate the registrant's
confidential information, and unspecified compensatory, exemplary and punitive
damages. The press release attached hereto as Exhibit 99.02 more fully describes
the complaint and the relief sought by the registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Description Reference
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99.01 Press Release (June 9, 1997) Filed herewith
99.02 Press Release (June 9, 1997) 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: June 9, 1997 By: /s/ L. A. Pulkrabek
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L. A. Pulkrabek
Senior Vice President, Secretary
and General Counsel
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Exhibit Index
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Sequential Page No. or
Exhibit No. Description Reference
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99.01 Press Release (June 9, 1997) Filed herewith at page 5
99.02 Press Release (June 9, 1997) Filed herewith at page 12
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