EXHIBIT 1.2
UNDERWRITING AGREEMENT
August 6, 1998
Armstrong World Industries, Inc.
313 West Liberty Street
Lancaster, Pennsylvania 17603
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Armstrong World Industries,
Inc., a Pennsylvania corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate initial offering price of 6.50% Senior Notes due August
15, 2005 (the "Debt Securities"). The Debt Securities are also referred to
herein as the Offered Securities. The Debt Securities will be issued pursuant to
the provisions of an Indenture dated as of August 6, 1996 (the "Indenture")
between the Company and The Chase Manhattan Bank, formerly known as Chemical
Bank, as successor to Mellon Bank, N.A., as Trustee (the "Trustee"), as amended.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
principal amount of Debt Securities set forth below opposite their names at a
purchase price of 99.179% of the principal amount of Debt Securities, plus
accrued interest, if any, from August 11, 1998 to the date of payment and
delivery:
Name Principal Amount of Debt Securities
---- -----------------------------------
Morgan Stanley & Co.
Incorporated $ 68,250,000
Chase Securities Inc. 48,750,000
J.P. Morgan Securities Inc. 33,000,000
------------
Total $150,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York, 10017
at 10:00 a.m. New York time on August 11, 1998 , or at such other time, not
later than 5:00 p.m. New York time on August 18, 1998, as shall be designated by
the Manager. The time and date of such payment and delivery are hereinafter
referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the
Prospectus dated November 1, 1996, and the Prospectus Supplement dated August 6,
1998, including the following:
Terms of Debt Securities
Maturity Date: August 15, 2005
Interest Rate: 6.50%
Redemption Provisions: The Offered Securities will not be redeemable
prior to maturity.
Interest Payment Dates: February 15 and August 15 commencing
February 15, 1999.
Interest accrues from August 11, 1998.
Form and Denomination: Registered form in minimum denominations
of $1,000.
Price to Public: 99.804%
Settlement and Trading: Book-entry only through DTC. The Offered
Securities will trade in DTC's same day funds
settlement system
Other Terms: N/A
All provisions contained in the document entitled Armstrong World
Industries, Inc. Underwriting Agreement Standard Provisions (Debt Securities and
Preferred Stock) dated August 6, 1998, a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not an Offered
Security shall not be deemed to be a part of this Agreement, (iii) all
references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be deemed
to be a part of this Agreement, (iv)
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notwithstanding Section 6(f) of such document, the Company may offer and sell
$200,000,000 of its 6.35% Senior Notes due 2003 and (v) all costs and expenses
incident to the printing and delivery to the Underwriters of any preliminary
prospectus and the Prospectus and any amendments or supplements thereto shall be
borne by the Underwriters.
The Company and the Underwriters agree that the only information furnished
by the Underwriters to the Company for inclusion in the Registration Statement
and the Prospectus consists of (i) the last paragraph of text on the cover page
of the Prospectus Supplement, (ii) the last paragraph of page S-2 and (iii) the
third paragraph, the second sentence of the fifth paragraph and the sixth
paragraph under the caption "Underwriters".
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
Acting severally on behalf of itself
and the several Underwriters named herein
By: /s/ Michael Fusco
-------------------------
Name: Michael Fusco
Title: Vice President
Accepted:
Armstrong World Industries, Inc.
By: /s/ Frank A. Riddick
--------------------------------
Name: Frank A. Riddick
Title: Senior Vice President and
Chief Financial Officer
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