FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the
Securities Exchange Act of 1934
March 1, 1999 (October 21, 1998)
----------------
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
------------ ------ ----------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
-----------------------------
(Address of Principal Executive Offices) (Zip Code)
717-397-0611
------------
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
------------
This Current Report on Form 8-K/A amends the Current Report on Form 8-K, dated
October 21, 1998 of Armstrong World Industries, Inc. (the "Company"), to replace
Item 5 and Item 7(c) thereof in their entirety.
On October 28, 1998, the Company completed an underwritten public offering (the
"Bond Offering") under its existing shelf registration statement (File No. 333-
6333) of $180 million aggregate principal amount of 7.45% Senior Quarterly
Interest Bonds due 2038. Net proceeds from the Bond Offering will be used to
repay short-term indebtedness of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
(a) Financial Statements.
--------------------
None.
(b) Pro Forma Financial Information.
-------------------------------
None.
(c) Exhibits.
--------
Exhibit No. Description of Document
----------- -----------------------
1.1 Underwriting Agreement, dated as of October 21, 1998, by and among,
Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Paine Webber Incorporated, Prudential Securities
Incorporated, Salomon Smith Barney Inc. and SG Cowen Securities
Corporation.*
1.2 Underwriting Agreement Standard Provisions - Debt Securities and
Preferred Stock.*
4.1 Indenture, dated August 6, 1996, between the Company and The Chase
Manhattan Bank, formerly known as Chemical Bank, as successor to
Mellon Bank, N.A., as trustee (incorporated by reference to the
Company'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 $180 million of 7.45% Quarterly Interest
Bonds due 2038.*
5.1 Opinion of Rogers & Wells LLP.*
5.2 Opinion of David D. Wilson.*
23.1 Consent of Rogers & Wells LLP (included as part of Exhibit 5.1).*
23.2 Consent of David D. Wilson (included as part of Exhibit 5.2).*
* Filed on November 2, 1998 in Armstrong World Industries, Inc. Current Report
on Form 8-K, dated October 21, 1998.
2
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: March 1, 1999 By: /s/ Deborah K. Owen
----------------------------------
Name: Deborah K. Owen
Title: Senior Vice President, Secretary and
General Counsel
3