================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
ARMSTRONG WORLD INDUSTRIES, INC.
(Name of Applicant)
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED:
Title of Class Amount
-------------- ------
[ ]% Senior Notes due 2010 Aggregate principal amount
of $250.0 million
--------------------------------
Approximate date of proposed public offering: On, or as soon as
practicable after, the Effective Date under the Debtors' proposed Fourth Amended
Joint Plan of Reorganization.
--------------------------------
John N. Rigas, Esq.
Senior Vice President, Secretary and General Counsel
Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(Name and Address of Agent for Service)
With copies to:
Matthew D. Bloch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
The Applicant hereby amends this Application for Qualification on
such date or dates as may be necessary to delay its effectiveness until (i) the
20th day after the filing of an amendment that specifically states that it shall
supersede this Application for Qualification or (ii) such date as the Securities
and Exchange Commission, acting pursuant to Section 307(c) of the Trust
Indenture Act of 1939, may determine upon the written request of the Applicant.
FORM T-3
GENERAL
ITEM 1. GENERAL INFORMATION.
(a) The Applicant is a corporation.
(b) The Applicant was organized under the laws of the Commonwealth of
Pennsylvania.
ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE.
The Applicant intends to commence a solicitation (the "Solicitation")
of acceptances of a proposed Fourth Amended Plan of Reorganization of Armstrong
World Industries, Inc. (the "Plan") of the Applicant and certain of its
subsidiaries as set forth in the Plan, pursuant to which the Applicant intends
to issue __% Senior Notes due 2013 (the "New Fixed-Rate 10-Year Notes"), ___%
Senior Notes due 2010 (the "New Fixed-Rate Seven-Year Notes") and Floating-Rate
Notes due 2008 (the "New Floating-Rate Notes" and, together with the New
Fixed-Rate 10-Year Notes and New Fixed-Rate Seven-Year Notes, the "New Notes").
The Chapter 11 cases of the Applicant and certain of its subsidiaries are
presently pending before the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The New Fixed-Rate Seven-Year Notes will be
issued pursuant to the indenture to be qualified under this Form T-3 (the
"Indenture"). The New Fixed-Rate 10-Year Notes and New Floating-Rate Notes will
be issued pursuant to separate indentures to be qualified under separate Form
T-3's. A copy of the Disclosure Statement relating to the Plan (which includes
the Plan as Exhibit A thereto), which was approved by an order of the Bankruptcy
Court dated June 2, 2003, is attached hereto as Exhibit T3E.
Under the Plan, on the date on which the Applicant consummates the
Plan (the "Effective Date"), or as soon as practicable thereafter, the holders
of Allowed Unsecured Claims other than Convenience Claims and Allowed Asbestos
Personal Injury Claims (each as defined in the Plan) will receive New Notes in
partial satisfaction of such claims. The New Fixed-Rate 10-Year Notes will be
due 10 years after the Effective Date; the New Fixed-Rate Seven-Year Notes will
be due seven years after the Effective Date; and the New Floating-Rate Notes
will be due five years after the Effective Date. The Applicant anticipates
initially issuing up to approximately $250,000,000 of New Fixed-Rate 10-Year
Notes, up to approximately $250,000,000 of New Fixed-Rate Seven-Year Notes and
up to approximately $275,000,000 of New Floating-Rate Notes.
The Applicant believes that the issuance of the Notes is exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and state securities and "blue sky" laws pursuant to Section
1145(a)(1) of Title 11 of the United States Code (the "Bankruptcy Code").
Generally, Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale
of securities under a bankruptcy plan of reorganization from registration under
the Securities Act and under equivalent state securities and "blue sky" laws if
the following requirements are satisfied: (1) the securities are issued by the
debtor (or an affiliate participating in a joint plan with the debtor or the
debtor's successor) under a plan of reorganization; (2) the recipients of the
securities hold a pre-petition or administrative claim against the debtor or an
interest in the debtor; and (3) the securities are issued entirely in exchange
for the recipient's claim against or interest in the debtor or are issued
"principally" in such exchange and "partly" for cash or property. The Applicant
believes that the offer of the Notes under the Solicitation and the exchange of
Notes under the Plan will satisfy the requirements of Section 1145(a)(1) of the
Bankruptcy Code and, therefore, such offer is exempt from the registration
requirements referred to above.
AFFILIATIONS
ITEM 3. AFFILIATES.
An organizational chart of the Applicant and its subsidiaries is
attached hereto as Exhibit T3G-1 and is incorporated herein in its entirety by
reference. Each subsidiary shown in Exhibit T3G-1 is owned by the Applicant or
its subsidiaries unless otherwise noted. In connection with the Plan and as
2
described in the Disclosure Statement, the Applicant's indirect corporate
parent, Armstrong Holdings, Inc., will be seeking approval from its shareholders
for its dissolution and winding up.
MANAGEMENT AND CONTROL
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the names of and all offices held by
all of the current directors and executive officers of the Applicant. The
complete mailing address for each of these directors is c/o Armstrong World
Industries, Inc., 2500 Columbia Avenue, Lancaster, Pennsylvania 17603.
Name Office
Michael D. Lockhart Chairman of the Board of Directors, Chief Executive
Officer and Director
Matthew J. Angello Senior Vice President, Corporate Human Resources
Leonard A. Campanaro Senior Vice President and Chief Financial Officer
Chan W. Galbato President and Chief Executive Officer, Armstrong Floor
Products
John N. Rigas Senior Vice President, Secretary, General Counsel and
Director
William C. Rodruan Vice President and Controller
Stephen J. Senkowski President and Chief Executive Officer, Armstrong
Building Products Operations
April L. Thornton Senior Vice President and Chief Marketing Officer
James E. Marley Director
Under the Plan and as described in the Disclosure Statement,
following the Effective Date the Board of Directors of the Applicant will
consist of either seven or nine individuals, one of whom is expected to be
Michael D. Lockhart, the Applicant's chief executive, who will serve as Chairman
of the Board as well as continuing as chief executive. If the Board of Directors
consists of seven individuals, four of the remaining members will be designated
jointly by the Asbestos PI Claimants' Committee and the Future Claimants'
Representative, and two of the remaining members will be designated by the
Unsecured Creditors' Committee. If the Board of Directors consists of nine
individuals, five of the remaining members will be designated jointly by the
Asbestos PI Claimants' Committee and the Future Claimants' Representative, and
three of the remaining members will be designated by the Unsecured Creditors'
Committee. The identity of the members of the Board of Directors of Reorganized
AWI will be set forth on Exhibit 7.21 to the Plan. Under the Plan, the current
executive officers of the Applicant will continue to serve in those positions.
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES.
As of the date hereof, 100% of the Applicant's common stock is owned
by Armstrong Worldwide, Inc., a Delaware corporation. There are no other voting
securities of the Applicant.
Under the Plan, the existing common stock of the Applicant will be
cancelled and reissued to the holders of certain Allowed Claims in accordance
with the Plan.
3
UNDERWRITERS
ITEM 6. UNDERWRITERS.
Within the three years prior to the date of the filing of this
application, no person acted as an underwriter of any securities of the
Applicant which were outstanding on the date of this Application.
No person is acting as principal underwriter of the securities
proposed to be offered pursuant to the Indenture.
CAPITAL SECURITIES
ITEM 7. CAPITALIZATION.
(a) The following table sets forth certain information with respect
to each authorized class of securities of the Applicant as of the date hereof.
------------------------------- ----------------------- -----------------------
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
------------------------------- ----------------------- -----------------------
Common Stock ($1 par value) 200,000,000 40,670,637
------------------------------- ----------------------- -----------------------
(b) Each share of the Applicant's common stock entitles the holder
thereof to one vote on each matter submitted to a vote at all meetings of the
Applicant's common shareholders.
INDENTURE SECURITIES
ITEM 8. ANALYSIS OF INDENTURE PROVISIONS.
The following is a general description of certain provisions of the
Indenture to be qualified. The description is qualified in its entirety by
reference to the form of Indenture filed as an exhibit hereto. Prior to the
Effective Date of the Plan and the effectiveness of this Application, the
Applicant will file an amendment to this Application for Qualification and an
amended Indenture containing additional and/or modified terms and conditions.
Capitalized terms used below and not defined herein have the same meanings as in
the Indenture or the Plan, as the case may be.
EVENTS OF DEFAULT; WITHHOLDING OF NOTICE.
Each of the following are Events of Default under the Indenture:
(a) default for 30 days in the payment when due of interest on the
New Fixed-Rate Seven-Year Notes;
(b) default in the payment when due of the principal of the New
Fixed-Rate Seven-Year Notes;
(c) failure by the Applicant to comply with certain restrictions on
merger, consolidation or sale of assets under the Indenture;
(d) failure by the Applicant for 60 days after written notice to
comply with any of its other agreements in the Indenture;
(e) default under any Debt by the Applicant or any of its Restricted
Subsidiaries that are Significant Subsidiaries that results in acceleration of
the maturity of such Debt, or failure to pay any such Debt at maturity, in an
aggregate amount greater than $[ ] million (or its foreign currency equivalent
at the time) and such acceleration has not been rescinded within 60 days;
(f) failure by the Applicant or any of its Restricted Subsidiaries
that are Significant Subsidiaries to pay final judgments aggregating in excess
of $[ ] million or more (or its foreign currency equivalent at the time), in
4
excess of amounts which are covered by insurance under applicable policies,
which judgments are not waived, satisfied or discharged for a period of 60
consecutive days;
(g) the Applicant or any of its Restricted Subsidiaries that are
Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law
(i) commences a voluntary case, (ii) consents to the entry of an order for
relief against it in an involuntary case, (iii) consents to the appointment of a
custodian of it or for all or substantially all of its property, (iv) makes a
general assignment for the benefit of its creditors, or (v) admits in writing
its inability to pay its debts as they become due; and
(h) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (i) is for relief against the Applicant or any of its
Significant Subsidiaries in an involuntary case, (ii) appoints a custodian of
the Applicant or any of its Significant Subsidiaries or for all or substantially
all of the property of the Applicant or any of its Significant Subsidiaries, or
(iii) orders the liquidation of the Applicant or any of its Significant
Subsidiaries; and the order or decree remains unstayed and in effect for 60
consecutive days.
The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders.
AUTHENTICATION AND DELIVERY OF THE NEW FIXED-RATE SEVEN-YEAR NOTES;
APPLICATION OF PROCEEDS.
The New Fixed-Rate Seven-Year Notes will be executed on behalf of the
Applicant by one Officer of the Applicant. Such signatures may be manual or by
facsimile. If an Officer whose signature is on a New Fixed-Rate Seven-Year Note
no longer holds that office at the time a New Fixed-Rate Seven-Year Note is
authenticated, the New Fixed-Rate Seven-Year Note shall nevertheless be valid. A
New Fixed-Rate Seven-Year Note will not be valid until the Trustee manually
signs the certificate of authentication on such New Fixed-Rate Seven-Year Note.
Such signature will be conclusive evidence that the New Fixed-Rate Seven-Year
Note has been authenticated under the Indenture. The Trustee shall, upon a
written order of the Applicant signed by an Officer authenticate the New
Fixed-Rate Seven-Year Notes for original issue. The Trustee may appoint an
authenticating agent acceptable to the Applicant to authenticate the New
Fixed-Rate Seven-Year Notes. Unless otherwise provided in the appointment, an
authenticating agent may authenticate the New Fixed-Rate Seven-Year Notes
whenever the Trustee may do so.
The New Fixed-Rate Seven-Year Notes will be issued to holders of
certain claims pursuant to the Plan. As a result, the Applicant will not
realized any proceeds from such issuance.
RELEASE OR RELEASE AND SUBSTITUTION OF PROPERTY.
No property of the Applicant is subject to the lien of the Indenture.
SATISFACTION AND DISCHARGE OF THE INDENTURE.
The Indenture will be discharged and will cease to be of further
effect, except as to surviving rights of registration of transfer or exchange of
the New Fixed-Rate Seven-Year Notes, as to all New Fixed-Rate Seven-Year Notes
issued thereunder, when:
(1) either (A) all New Fixed-Rate Seven-Year Notes that have been
previously authenticated (except lost, stolen or destroyed New Fixed-Rate
Seven-Year Notes that have been replaced or paid and New Fixed-Rate Seven-Year
Notes for whose payment money has theretofore been deposited in trust or
aggregated and held in trust by the Applicant and thereafter repaid to the
Applicant or discharged from the trust) have been delivered to the Trustee for
cancellation; or (B) all New Fixed-Rate Seven-Year Notes that have not been
previously delivered to the Trustee for cancellation (i) have become due and
payable or (ii) will become due and payable at their maturity within one year or
(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of a notice of redemption by the
Trustee, and the Applicant has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
5
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire Debt on the New
Fixed-Rate Seven-Year Notes not previously delivered to the Trustee for
cancellation for principal, premium, if any, and interest on the New Fixed-Rate
Seven-Year Notes to the date of deposit, in the case of New Fixed-Rate
Seven-Year Notes that have become due and payable, or to the Stated Maturity or
redemption date, as the case may be;
(2) the Applicant has paid or caused to be paid all other sums
payable by it under the Indenture; and
(3) the Applicant delivers to the Trustee an Officers' Certificate
and Opinion of Counsel stating that all conditions precedent under the Indenture
relating to the satisfaction and discharge of the Indenture have been satisfied.
STATEMENT AS TO COMPLIANCE.
The Applicant shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Applicant and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Applicant and its Subsidiaries have kept, observed,
performed and fulfilled their obligations under the Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Applicant and its Subsidiaries have kept, observed,
performed and fulfilled each and every covenant contained in the Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions of the Indenture (or, if a Default or Event of Default
shall have occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Applicant is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest on the New Fixed-Rate Seven-Year Notes
is prohibited or if such event has occurred, a description of the event and what
action the Applicant is taking or proposes to take with respect thereto.
The Applicant shall comply with TIA ss.314(a)(2).
The Applicant shall deliver to the Trustee, within twenty Business
Days after becoming aware of the occurrence thereof, written notice in the form
of an Officers' Certificate of any Default or Event of Default, its status and
what action the Applicant is taking or proposes to take with respect thereto.
ITEM 9. OTHER OBLIGORS.
Upon issuance pursuant to the Plan, the Applicant's obligations with
respect to the New Fixed-Rate Seven-Year Notes will be not be guaranteed;
however, the Indenture provides for future subsidiary guarantors.
CONTENTS OF APPLICATION FOR QUALIFICATION. THIS APPLICATION FOR QUALIFICATION
COMPRISES--
(a) Pages numbered 1 to 9, consecutively (including an attached
Exhibit Index).
(b) The statement of eligibility and qualification of the trustee
under the indenture to be qualified.
(c) The following exhibits in addition to those filed as a part of
the statement of eligibility and qualification of the trustee:
Exhibit T3A Certificate of Incorporation of Applicant
(incorporated by reference herein to Exhibit 3(b)
to the 1994 Annual Report on Form 10-K filed by
Armstrong World Industries, Inc. on March 28,
1995).
Exhibit T3B Bylaws of Applicant (incorporated by reference
herein to Exhibit 3(d) to the 2000 Annual Report
on Form 10-K filed by Armstrong World Industries,
Inc. on March 29, 2001).
Exhibit T3C Form of Indenture among Applicant and the Trustee.
6
Exhibit T3D Not Applicable.
Exhibit T3E Disclosure Statement and accompanying Fourth
Amended Plan of Reorganization of Armstrong World
Industries, Inc., dated May 23, 2003 as filed with
the U.S. Bankruptcy Court for the District of
Delaware (incorporated by reference herein to
Exhibits 99.1 and 99.2 to a Current Report on Form
8-K filed by Armstrong World Industries, Inc. on
May 23, 2003).
Exhibit T3F Cross reference sheet showing the location in
the Indenture of the provisions inserted therein
pursuant to Section 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939 (included as
part of Exhibit T3C).
Exhibit T3G-1 Organizational chart of Applicant and its
subsidiaries.
Exhibit T3G-2 Statement of eligibility and qualification of the
Trustee on Form T-1.
7
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Applicant, Armstrong World Industries, Inc., a corporation organized under the
laws of the Commonwealth of Pennsylvania, has duly caused this Application for
Qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Lancaster, Commonwealth of Pennsylvania, on the 18th day of June 2003.
[SEAL] ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Barry M. Sullivan
------------------------------------
Name: Barry M. Sullivan
Title: Vice President and Treasurer
Attest: /s/ Walter T. Gangl
-------------------------------
Name: Walter T. Gangl
Title: Assistant Secretary
8
EXHIBIT INDEX
Exhibit T3A Certificate of Incorporation of Applicant
(incorporated by reference herein to Exhibit 3(b)
to the 1994 Annual Report on Form 10-K filed by
Armstrong World Industries, Inc. on March 28,
1995).
Exhibit T3B Bylaws of Applicant (incorporated by reference
herein to Exhibit 3(d) to the 2000 Annual Report
on Form 10-K filed by Armstrong World Industries,
Inc. on March 29, 2001).
Exhibit T3C Form of Indenture among Applicant and the Trustee.
Exhibit T3D Not Applicable.
Exhibit T3E Disclosure Statement and accompanying Fourth
Amended Plan of Reorganization of Armstrong World
Industries, Inc., dated May 23, 2003 as filed with
the U.S. Bankruptcy Court for the District of
Delaware (incorporated by reference herein to
Exhibits 99.1 and 99.2 to a Current Report on Form
8-K filed by Armstrong World Industries, Inc. on
May 23, 2003).
Exhibit T3F Cross reference sheet showing the location in the
Indenture of the provisions inserted therein
pursuant to Section 310 through 318(a), inclusive,
of the Trust Indenture Act of 1939 (included as
part of Exhibit T3C).
Exhibit T3G-1 Organizational chart of Applicant and its
subsidiaries.
Exhibit T3G-2 Statement of eligibility and qualification of the
Trustee on Form T-1.
9