FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission file numbers 1-2116 and 333-32530
TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
(Full title of the Plan)
ARMSTRONG WORLD INDUSTRIES, INC.
ARMSTRONG HOLDINGS, INC.
2500 Columbia Avenue Lancaster, Pennsylvania 17604
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
1
Page No.
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Item 1. Independent Auditors' Report 4
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Item 2. Statements of Net Assets Available for Benefits
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December 31, 2000 and 1999 5
Item 3. Statements of Changes in Net Assets Available for Benefits
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Years ended December 31, 2000 and 1999 6
Notes to Financial Statements 7-12
Schedule of Assets Held for Investment Purposes 13
Exhibits 14
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Consent of Independent Auditors
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the committee constituting the administrator which administers the plan have
duly caused this annual report to be signed by the undersigned hereunto duly
authorized.
TRIANGLE PACIFIC CORP. NON-UNION HOURLY
EMPLOYEES' 401(K) PLAN
June 28, 2001 By: /s/: Jennifer E. Wisdom
----------------------------
Jennifer E. Wisdom
Vice President Human Resources
3
Independent Auditors' Report
To the Profit Sharing Committee of the
Triangle Pacific Corp. Non-Union Hourly
Employees' 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the Triangle Pacific Corp. Non-Union Hourly Employees' 401(k) Plan as of
December 31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Triangle
Pacific Corp. Non-Union Hourly Employees' 401(k) Plan as of December 31, 2000
and 1999, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG LLP
Dallas, Texas
May 28, 2001
4
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
---------------- ----------------
Assets:
Investments, at fair value (note 5):
Armstrong Holdings, Inc. common stock $ 8,277 $ 6,359
Fidelity Magellan Fund 198,914 204,625
Fidelity Equity Income Fund 231,114 189,749
Fidelity Intermediate Bond Fund 119,463 91,837
Fidelity Overseas Fund 23,248 28,203
Fidelity Asset Manager Fund 75,608 66,694
Fidelity Retirement Money Market Fund 191,616 156,671
---------------- ----------------
Total investments 848,240 744,138
---------------- ----------------
Receivables - participants (note 2) 3,856 2,526
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Total assets 852,096 746,664
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Net assets available for benefits $ 852,096 $ 746,664
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See accompanying notes to financial statements.
5
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2000 and 1999
2000 1999
-------------- ---------------
Additions to net assets attributed to:
Investment income:
Interest and dividend income $ 52,944 $ 52,646
Net appreciation (depreciation) in fair value of investments (note 5) (50,303) 15,976
-------------- ---------------
Net investment income 2,641 68,622
Contributions - participants (note 2) 190,080 190,603
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Total additions 192,721 259,225
Deductions from net assets attributed to benefits paid
to participants (notes 2 and 3) (87,289) (69,097)
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Net increase 105,432 190,128
Net assets available for benefits at beginning of year 746,664 556,536
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Net assets available for benefits at end of year $ 852,096 $ 746,664
============== ===============
See accompanying notes to financial statements.
6
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) General Information
The Triangle Pacific Corp. Non-Union Hourly Employees' 401(k) Plan (the
Plan) became effective on July 1, 1996. On July 22, 1998, Triangle Pacific
Corp. was acquired by Armstrong World Industries, Inc. (a subsidiary of
Armstrong Holdings, Inc.). The Board of Directors of Triangle Pacific Corp.
intends to continue providing retirement benefits through the Company's
defined contribution plans.
(2) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document for more detailed
information.
(a) General
The Plan is a defined contribution plan which provides retirement
benefits to hourly employees of Triangle Pacific Corp. (the Company)
who are not members of a collective bargaining agreement who work at
least 1,000 hours annually, with new participants required to be at
least 21 years of age and employed by the Company at least one year.
The Plan is administered by Bruce Hardwood Flooring, LLC, a subsidiary
of Triangle Pacific Corp., and advised by the profit sharing Committee
appointed by the Board of Directors of the Company. The Plan is
subject to the provisions of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) Contributions
Participants are permitted to contribute up to 10% of their eligible
compensation to the Plan, as defined by the Plan documents.
Participants may elect to invest their contributions in any of the
available investment funds offered by the Fidelity Management Trust
Company, the Trustee. Participants are able to direct all
contributions to their account in 10% increments to the investment
funds offered by the Trustee. Participants are immediately fully
vested in their voluntary contributions plus actual earnings thereon.
(c) Participant Accounts
Each participant's account is credited with the participant's
contribution and Plan earnings. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
account.
7
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(d) Investment Options
Elective and nondeductible contributions may be invested in a
guaranteed income fund, fixed income funds, equity funds or a money
market fund at the option of the participating employee. The Plan has
investment options available to which participants may allocate their
contributions as follows:
. Armstrong Holdings, Inc. Common Stock - Effective April 1, 1999,
the Plan was amended to include Armstrong World Industries, Inc.
common stock as one of the investment options. On May 1, 2000,
Armstrong Holdings, Inc. acquired the stock of Armstrong World
Industries, Inc. An indirect holding in Armstrong World
Industries, Inc. makes up substantially all of the assets of
Armstrong Holdings, Inc. Armstrong Holdings, Inc. is publicly
traded on the New York Stock Exchange. On December 6, 2000,
Armstrong World Industries, Inc. filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code in
Wilmington, DE in order to use the court-supervised
reorganization process to achieve a resolution of its asbestos
liability. Triangle Pacific Corp. was not included in the filing.
As of December 19, 2000, the Plan was amended to eliminate the
Armstrong Holdings, Inc. Common Stock fund as an investment
option effective with contributions made on or after December 27,
2000 and transfers processed on or after January 1, 2001.
. Fidelity Magellan Fund - The Fidelity Magellan Fund is a
diversified portfolio of common stocks of domestic and foreign
issuers. The portfolio seeks capital appreciation by investing in
growth stocks, value stocks or both.
. Fidelity Equity Income Fund - The Fidelity Equity Income Fund has
a primary objective of seeking reasonable income by investing 65%
of total assets in foreign and domestic income producing equity
securities, such as stocks, bonds and other debt securities. The
fund also seeks capital appreciation when consistent with its
primary objective.
. Fidelity Intermediate Bond Fund - The Fidelity Intermediate Bond
Fund has a primary objective of seeking high current income by
investing in U.S. dollar-dominated investment grade debt
securities with maturities between three to ten years. The Lehman
Brothers' Intermediate Government/Corporate Bond Index is used as
a guide in structuring the fund and selecting the investments.
. Fidelity Overseas Fund - The Fidelity Overseas Fund seeks
long-term growth of capital by primarily investing in the common
stock of foreign issuers.
8
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
. Fidelity Asset Manager Fund - The Fidelity Asset Manager Fund
strives for high total return with reduced risk over the long
term. The fund pursues this goal with diversified investments of
stocks, bonds and short-term and money market instruments, both
domestic and international, while maintaining a diversified mix
of securities.
. Fidelity Retirement Money Market Fund - The Fidelity Retirement
Money Market Fund seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. These securities may
include, but are not limited to, high-quality short-term U.S.
dollar denominated money market securities, domestic and foreign
issuers.
(e) Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum distribution or a
rollover into another investment. Any disbursement less than $3,500 is
required to become distributed in a lump-sum payment. The timing of
the lump-sum payment will be determined by the Plan administrator or
disbursed within 30 days upon filing a notice with the Employee
Benefits Department.
(3) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value and have been
determined based on closing market quotations. Purchases and sales of
securities are recorded by the trustee at current cost on the trade
date. Realized and unrealized gains (losses) on investments are based
on the fair value of the assets at the beginning of the Plan year or
at the time of purchase during the year. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
(c) Administration Expenses
In accordance with the provisions of the Plan, unless paid by the
Company, all costs of administering the Plan are charged to the Plan.
During 2000 and 1999, all significant expenses were paid by the
Company ($8,783 in 2000 and $10,000 in 1999, respectively).
(d) Payment of Benefits
Benefits are recorded when distributed.
9
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(e) Rollover Contributions
Employee rollovers represent receipts from employees receiving
distributions from their previous employers' qualified plan(s).
(f) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
(4) Units
Participant accounts are assigned investment fund units/shares. The net asset
value per unit/share by fund/account for the 2000 and 1999 calendar quarters
ended is as follows:
2000 quarters ended Units at
------------------------------------------------------------- December 31,
March 31 June 30 September 30 December 31 2000
------------ ----------- ---------------- --------------- ----------------
Armstrong Holdings, $ 17.88 $ 15.30 $ 11.94 $ 2.07 4,012
Inc. common stock
Fidelity Magellan Fund 143.25 134.63 133.84 119.30 1,667
Fidelity Equity Income
Fund 50.62 50.37 53.71 53.43 4,326
Fidelity Intermediate
Bond Fund 9.75 9.75 9.86 10.04 11,899
Fidelity Overseas Fund 48.27 45.73 42.42 34.37 676
Fidelity Asset Manager
Fund 19.05 18.80 19.11 16.82 4,495
Fidelity Retirement
Money Market Fund 1.00 1.00 1.00 1.00 191,616
1999 quarters ended Units at
------------------------------------------------------------- December 31,
March 31 June 30 September 30 December 31 1999
------------ ----------- ---------------- --------------- ----------------
Armstrong Holdings,
Inc. common stock $ 45.19 $ 57.81 $ 44.94 $ 33.37 191
Fidelity Magellan Fund 129.75 129.77 122.02 136.63 1,498
Fidelity Equity Income
Fund 55.92 61.63 56.03 53.48 3,548
Fidelity Intermediate
Bond Fund 10.16 9.96 9.88 9.76 9,410
Fidelity Overseas Fund 36.99 38.88 41.11 48.01 587
Fidelity Asset Manager
Fund 17.54 18.08 17.28 18.38 3,629
Fidelity Retirement
Money Market Fund 1.00 1.00 1.00 1.00 156,671
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TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(5) Investments
The following investments exceed 5% of the Plan's net assets available for Plan
benefits at December 31, 2000 and 1999:
Fair value
------------------------------------
2000 1999
----------------- -----------------
Fidelity Magellan Fund $ 198,914 $ 204,625
Fidelity Equity Income Fund 231,114 189,749
Fidelity Intermediate Bond Fund 119,463 91,837
Fidelity Asset Manager Fund 75,608 66,694
Fidelity Retirement Money Market Fund 191,616 156,671
Other - less than 5% 31,525 34,562
----------------- -----------------
Total investments $ 848,240 $ 744,138
================= =================
During 2000 and 1999, the Plan's investments had net realized and unrealized
gains (losses) as follows:
2000 1999
-------------- ---------------
$ (12,752) $ (3,450)
Common stock
Equity Funds (34,340) 20,183
Fixed Income Funds 3,251 (4,170)
Equity/Fixed Income Funds (6,462) 3,413
-------------- ---------------
Net appreciation (depreciation) in
fair value of investments $ (50,303) $ 15,976
============== ===============
The components of investment income for the years ended December 31, 2000
and 1999 are as follows:
2000 1999
-------------- ---------------
Investment income:
Interest and dividend income $ 52,944 $ 52,646
Net appreciation (depreciation) in
fair value of investments (50,303) 15,976
-------------- ---------------
$ 2,641 $ 68,622
============== ===============
11
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(6) Tax Status of the Plan
The Company has not yet received a determination letter from the Internal
Revenue Service as of December 31, 2000. However, the Plan administrator
and the Plan's management believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the Internal Revenue Code.
(7) Plan Termination
Although it has not expressed intent to do so, the Plan administrator has
the right to terminate the Plan at any time, subject to the provisions of
ERISA.
(8) Related Party Transactions
Certain Plan investments are shares of common stock of Armstrong Holdings,
Inc. and shares of mutual funds managed by Fidelity Investments. Triangle
Pacific Corp. is a wholly-owned subsidiary of Armstrong World Industries,
Inc. Fidelity Management Trust Company is the Trustee as defined by the
Plan. Therefore, transactions involving these entities and funds qualify as
party-in-interest transactions.
(9) Subsequent Events
Effective April 2, 2001, the Plan document was amended to decrease the
eligible participation age from 21 to 18 years old.
12
TRIANGLE PACIFIC CORP.
NON-UNION HOURLY EMPLOYEES 401(k) PLAN
Schedule of Assets Held for Investment Purposes
at end of year December 31, 2000
Current
Identity of issuer Description of investment value
--------------------------- ------------------------------------------ ----------------
Armstrong Holdings, Inc.* Common stock $ 8,277
Fidelity Investments* Fidelity Magellan Fund 198,914
Fidelity Investments* Fidelity Equity Income Fund 231,114
Fidelity Investments* Fidelity Intermediate Bond Fund 119,463
Fidelity Investments* Fidelity Overseas Fund 23,248
Fidelity Investments* Fidelity Asset Manager Fund 75,608
Fidelity Investments* Fidelity Retirement Money Market Fund 191,616
----------------
Total investments $ 848,240
================
* Party-in-interest
See accompanying independent auditors' report.
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