FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the
Securities Exchange Act of 1934
August 6, 1998
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Date of report (Date of earliest event reported)
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 1-2116 23-0366390
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
P.O. BOX 3001
Lancaster, Pennsylvania 17604
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(Address of Principal Executive Offices) (Zip Code)
717-397-0611
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS
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On August 11, 1998, Armstrong World Industries, Inc. (the "Registrant")
completed an underwritten public offering (the "Debt Offering") under its
existing shelf registration statement (File No. 333-6333) of $200 million
aggregate principal amount of 6.35% Senior Notes due 2003 (the "2003 Notes") and
$150 million aggregate principal amount of 6 1/2% Notes due 2005 (the "2005
Notes"). Net proceeds from the Debt Offering will be used to repay short-term
indebtedness of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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Exhibit No. Description of Document
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1.1 Underwriting Agreement, dated as of August 6, 1998, by and among
Chase Securities Inc., Morgan Stanley & Co. Incorporated,
BancAmerica Robertson Stephens and HSBC Securities, Inc. (2003
Notes)
1.2 Underwriting Agreement, dated as of August 6, 1998, by and among
Morgan Stanley & Co. Incorporated, Chase Securities Inc. and J.P.
Morgan Securities Inc. (2005 Notes)
1.3 Underwriting Agreement Standard Provisions - Debt Securities and
Preferred Stock.
4.1 Indenture, dated August 6, 1996, between the Registrant and The
Chase Manhattan Bank, formerly known as Chemical Bank, as successor
to Mellon Bank, N.A., as trustee (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-6333),
as filed with the Securities and Exchange Commission on June 19,
1996).
4.4 Global Note representing $200 million of 6.35% Senior Notes due
2003.
4.5 Global Note representing $150 million of 6 1/2% Senior Notes due
2005.
5.1 Opinion of Rogers & Wells.
5.2 Opinion of David D. Wilson.
23.1 Consent of Rogers & Wells (included as part of Exhibit 5.1).
23.2 Consent of David D. Wilson (included as part of Exhibit 5.2).
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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, thereunto duly authorized.
ARMSTRONG WORLD INDUSTRIES, INC.
Date: August 11, 1998 By: /s/ Deborah K. Owen
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Deborah K. Owen
Executive Vice President,
Secretary and General Counsel
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INDEX TO EXHIBITS
Exhibit No. Description of Document
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1.1 Underwriting Agreement, dated as of August 6, 1998, by and among
Chase Securities Inc., Morgan Stanley & Co. Incorporated,
BancAmerica Robertson Stephens and HSBC Securities, Inc. (2003
Notes)
1.2 Underwriting Agreement, dated as of August 6, 1998, by and among
Morgan Stanley & Co. Incorporated, Chase Securities Inc. and J.P.
Morgan Securities Inc. (2005 Notes)
1.3 Underwriting Agreement Standard Provisions - Debt Securities and
Preferred Stock.
4.1 Indenture, dated August 6, 1996, between the Registrant and The
Chase Manhattan Bank, formerly known as Chemical Bank, as successor
to Mellon Bank, N.A., as trustee (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-6333),
as filed with the Securities and Exchange Commission on June 19,
1996).
4.4 Global Note representing $200 million of 6.35% Senior Notes due
2003.
4.5 Global Note representing $150 million of 6 1/2% Senior Notes due
2005.
5.1 Opinion of Rogers & Wells.
5.2 Opinion of David D. Wilson.
23.1 Consent of Rogers & Wells (included as part of Exhibit 5.1).
23.2 Consent of David D. Wilson (included as part of Exhibit 5.2).
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