================================================================================ 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 - December 20, 2002 (Date of Earliest Event Reported) ARMSTRONG WORLD INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 1-2116 Pennsylvania 23-0366390 ------------------------ ---------------- (State of Incorporation) (I.R.S. Employer Identification No.) 2500 Columbia Avenue, Lancaster, PA 17603 ----------------------------------- ----- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (717) 397-0611 ARMSTRONG HOLDINGS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 333-32530 Pennsylvania 23-3033414 ------------------------ ---------------- (State of Incorporation) (I.R.S. Employer Identification No.) 2500 Columbia Avenue, Lancaster, PA 17603 ----------------------------------- ----- (Address of principal Zip Code executive offices) Registrant's telephone number, including area code: (717) 397-0611 ================================================================================ ITEM 5. OTHER EVENTS. As previously disclosed, on December 6, 2000, Armstrong World Industries, Inc. ("AWI"), the major operating subsidiary of Armstrong Holdings, Inc., filed a voluntary petition for relief under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court") in order to use the court-supervised reorganization process to achieve a resolution of its asbestos personal injury liability. Also filing under chapter 11 were two of AWI's wholly-owned subsidiaries, Nitram Liquidators, Inc. and Desseaux Corporation of North America, Inc. The chapter 11 cases are being jointly administered under case number 00-4471 (RJN). On November 4, 2002, AWI filed its Plan of Reorganization (the "Plan") with the Court. On December 20, 2002, AWI filed its proposed Disclosure Statement with respect to the Plan (the "Disclosure Statement") with the Court. AWI is asking the Court to approve the Disclosure Statement for circulation to its creditors and stockholder, to solicit votes on whether to approve the Plan. The Disclosure Statement must be approved by the Court before it can be sent to creditors and the stockholder for their consideration. A copy of the Disclosure Statement and a copy of the a press release issued by AWI are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Disclosure Statement dated December 20, 2002, for the Plan of Reorganization of Armstrong World Industries, Inc., as filed with the U.S. Bankruptcy Court for the District of Delaware 99.2 Press Release of Armstrong World Industries, Inc., dated December 20, 2002 2 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 hereunto duly authorized. ARMSTRONG WORLD INDUSTRIES, INC. By: Walter T. Gangl ---------------------------------------- Name: Walter T. Gangl Title: Assistant Secretary ARMSTRONG HOLDINGS, INC. By: Walter T. Gangl ---------------------------------------- Name: Walter T. Gangl Title: Deputy General Counsel and Assistant Secretary Dated: December 20, 2002 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Disclosure Statement dated December 20, 2002, for the Plan of Reorganization of Armstrong World Industries, Inc., as filed with the U.S. Bankruptcy Court for the District of Delaware 99.2 Press Release of Armstrong World Industries, Inc., dated December 20, 2002 4