Armstrong World Industries To Revamp Board

Lancaster, PA, Sept. 9--A change in the ownership of Armstrong World Industries when it emerges from bankruptcy will be accompanied by a change in its board of directors, according to an Armstrong filing in bankruptcy court. According to the Lancaster New Era, representatives of the groups that essentially will own the reorganized company have picked a new board, and six of the nine directors are newcomers. The holdovers will include Michael D. Lockhart, Armstrong's chairman and chief executive officer, who will remain the only member of Armstrong management on the board. Whether the arrival of a new majority signals any changes in Armstrong's operations or strategy was not immediately clear. Armstrong hopes to emerge from bankruptcy at year-end. The possibility of a board overhaul surfaced late last year in an Armstrong filing that detailed the plan for reorganizing the company so it could emerge from bankruptcy. That consensual plan was negotiated by the company with the major players in its bankruptcy case: unsecured creditors and claimants alleging personal injury from exposure to old Armstrong asbestos insulation. As part of that reorganization plan, those major groups would get to fill every seat on the reorganized Armstrong's board, save Lockhart's, the filing last year showed. It's logical that representatives of the asbestos claimants and unsecured creditors would get to pick the new board since, in essence, the reorganized Armstrong will be owned by them too. (Representatives of the asbestos claimants also have picked trustees to run a trust that will pay the asbestos claims and will own two-thirds of the reorganized Armstrong. A fund to pay unsecured creditors will own the other third.) Joining Lockhart as holdovers to serve on the reorganized Armstrong board will be: John J. Roberts, former global managing partner of PricewaterhouseCoopers, a director since April; and Judith R. Haberkorn, former president of consumer sales and service for Bell Atlantic, a director since 1998. New to the board will be: Joseph L. Castle II; James F. Gaffney; Robert C. Garland; Scott D. Miller; Arthur J. Pergament; and Alexander M. Sanders, Jr. Armstrong's filing only stated board members' names; biographical information was not available from the company by presstime. Information as to which new directors were tabbed by the representatives of the asbestos claimants and which were chosen by the committee representing unsecured creditors was also not available from the company. All directors on Armstrong's new board will serve two-year terms, according to Armstrong's filings. However, their compensation was not specified. Members of the current board who will not be on the reorganized Armstrong board are: H. Jesse Arnelle, counsel with the law firm of Womble Carlyle Sandridge & Rice, a director since 1995; Van C. Campbell, vice chairman of Corning Inc., a director since 1991; John A. Krol, former chairman of duPont, a director since 1998. Also, James E. Marley, former chairman of AMP Inc., a director since 1988; Ruth M. Owades, president of Owades Enterprises, a director since 2002; M. Edward Sellers, president and chief executive officer of Blue Cross and Blue Shield of South Carolina, a director since 2001; and Jerre L. Stead, former chairman of Ingram Micro, Inc., a director since 1992. (The current board technically is for Armstrong's holding company, Armstrong Holdings, which is scheduled to be dissolved as Armstrong emerges from bankruptcy. The holding company was established just three years ago.)

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