Armstrong Holdings' shareholders approve dissolution plan; asset distribution slated for fourth quarter

By Caroline Salls

Pittsburgh, July 23 - Armstrong Holdings, Inc.'s plan of dissolution has been approved by shareholders, and the company expects to begin to distribute its net assets to shareholders in the fourth quarter, according to a 10-Q filed Monday with the Securities and Exchange Commission.

As previously reported, Armstrong World Industries, Inc.'s Chapter 11 plan called for the dissolution of the holding company following Armstrong World Industries' emergence from Chapter 11.

Armstrong Holdings' board approved the dissolution plan in May, and the shareholders approved it at a special meeting held July 18.

According to a company news release, more than 95% of the shareholders voted in favor of the dissolution plan, with 18.23 million voting in favor of it and 765,210 against it. A total of 185,726 shareholders abstained.

The company said in the 10-Q that the dissolution process will involve a number of steps, including proving notice to any potential claimants, resolving any viable claims and obtaining tax clearance from the Commonwealth of Pennsylvania.

Armstrong Holdings said it currently expects to be able to complete its wind up and begin to distribute its remaining assets to its shareholders in the fourth quarter of this year.

Because Armstrong Holdings does not conduct any business or operations, the company said it does not expect to incur any operating expenses other than ongoing legal and advisory fees, and any future liquidity needs will be funded by $27 million in cash on hand.

Under Armstrong World Industries' plan of reorganization, it will bear the holding company's costs and expenses through the completion of the dissolution.

Armstrong Holdings said it has 40.55 million shares outstanding.

Armstrong Holdings subsidiary Armstrong World Industries, a Lancaster, Pa., manufacturer of floors, ceilings and cabinets, emerged from bankruptcy in the U.S. Bankruptcy Court for the District of Delaware on Oct. 2, 2006.

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