EXHIBIT 4.7
COMMON STOCK [GRAPHIC] THIS CERTIFICATE IS TRANSFERABLE IN
RIDGEFIELD PARK, NJ AND NEW YORK, NY
PAR VALUE $1.00
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NUMBER SHARES
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NL
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INCORPORATED UNDER THE LAWS OF CUSIP 042476 10 1
THE COMMONWEALTH OF PENNSYLVANIA SEE REVERSE FOR CERTAIN DEFINITIONS
[LOGO] ARMSTRONG
WORLD INDUSTRIES, INC.
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This
Certifies
that
is the
owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Armstrong World Industries, Inc. transferable on the books of the
Company by the holder hereof in person or by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by a Transfer Agent registered by a
Registrar of the Company. Witness the seal of the Company and the
signatures of its duly authorized officers.
[BACKGROUND] CERTIFICATE OF STOCK
Dated /s/ Frank A. Riddick, III /s/ George A. Lorch [SEAL]
------------------------ ---------------------- ARMSTRONG WORLD
SENIOR VICE PRESIDENT, PRESIDENT INDUSTRIES, INC.
FINANCE INCORPORATED
DEC. 30, 1891
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[LOGO] ARMSTRONG
WORLD INDUSTRIES, INC.
The corporation will furnish without charge to each stockholder who so
requests a statement of (1) the designations, preferences, limitations and
relative rights of the shares of each class of stock of this corporation and (2)
the variations in the relative rights and preferences of the respective series
of each class of stock issuable in series insofar as they have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series. Requests may be directed
to the Secretary, Armstrong World Industries, Inc., Lancaster, Pennsylvania, or
to the Transfer Agent named on the face of this certificate.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-..............Custodian...................
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................
in common (State)
UNIF TRAN MIN ACT-..............Custodian...................
(Cust) (Minor)
Under Uniform Transfers to Minors
Act........................
(State)
Additional abbreviations may also be used though not in the above list.
For value received,______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within-named Company with full
power of substitution in the premises.
Dated, _________________________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:--------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Armstrong World
Industries, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C.
(the "Rights Agent") effective as of March 21, 1996 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail or cause to be mailed to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of the
mailing, without charge promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associates thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void. Rights will expire March 21, 2006
unless earlier redeemed or otherwise extended as described in the Rights
Agreement.