UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ARMSTRONG
FLOORING, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.0001
(Title of Class of Securities)
04238R106
(CUSIP Number
of Class of Securities)
Christopher S. Parisi
Senior Vice President, General Counsel & Secretary
2500 Columbia Avenue, P.O. Box 3025
Lancaster, Pennsylvania 17603
(717)
672-9611
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Eric L.
Cochran, Esq.
Steven J. Daniels, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New
York, New York 10036-6522
(212)
735-3000
CALCULATION OF FILING FEE
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Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$50,000,000
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$6,060
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(1)
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Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer
to purchase for not more than $50,000,000 in the aggregate of up to 4,901,960 shares of common stock of Armstrong Flooring, Inc. at the minimum tender offer price of $10.20 per share in cash.
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(2)
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The amount of the filing fee, calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, equals $121.20 per million dollars of the value of the transaction.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $6,060
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Filing Party: Armstrong Flooring, Inc.
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Form of Registration No.: Schedule TO
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Date Filed: May 17, 2019
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☐
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender
offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐
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third-party tender offer subject to Rule
14d-1.
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issuer tender offer subject to Rule
13e-4.
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going-private transaction subject to Rule
13e-3.
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer).
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer).
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