SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 14, 1999
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Date of Report (Date of earliest event reported)
ARMSTRONG WORLD INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 1-2116 23-0366390
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(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
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(Address of Registrant's Principal Executive Office) (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 May 19, 1999, Armstrong World Industries, Inc. (the "Company")
completed an underwritten public offering (the "Offering") under its existing
shelf registration statement (File No. 333-74501) of $200 million aggregate
principal amount of 7.45% Senior Notes due 2029 (the "Senior Notes"). Net
proceeds from the Offering will be used to repay short-term indebtedness of the
Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements
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None.
(b) Pro Forma Financial Information
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None.
(c) Exhibits
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Exhibit No. Description of Document
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1.1 Underwriting Agreement, dated as of May 14, 1999, by and among
Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Banc One
Capital Markets, Inc., Barclays Capital Inc., HSBC Securities, Inc.
and the Company.
1.2 Underwriting Agreement Standard Provisions - Debt Securities and
Preferred Stock.
4.1 Indenture, dated December 23, 1998, between the Company and The First
National Bank of Chicago, as Trustee (incorporated by reference to
the Company's Registration Statement on Form S-3 (File No. 333-
74501), as filed with the Securities and Exchange Commission on March
16, 1999).
4.2 Global Note representing $200 million of 7.45% Senior Notes due 2029.
5.1 Opinion of Rogers & Wells LLP.
5.2 Opinion of Douglas S. Brossman
23.1 Consent of Rogers & Wells LLP (included as part of Exhibit 5.1).
23.2 Consent of Douglas S. Brossman (included as part of Exhibit 5.2).
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 hereunto duly authorized.
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Walter T. Gangl
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Name: Walter T. Gangl
Title: Deputy General Counsel Corporate and
Assistant Secretary
Date: May 20, 1999
EXHIBIT INDEX
Exhibit No. Exhibit
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1.1 Underwriting Agreement, dated as of May 14, 1999, by and among
Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Banc One
Capital Markets, Inc., Barclays Capital Inc., HSBC Securities,
Inc. and the Company.
1.2 Underwriting Agreement Standard Provisions - Debt Securities and
Preferred Stock.
4.1 Indenture, dated December 23, 1998, between the Company and The
First National Bank of Chicago, as Trustee (incorporated by
reference to the Company's Registration Statement on Form S-3
(File No. 333-74501), as filed with the Securities and Exchange
Commission on March 16, 1999).
4.2 Global Note representing $200 million of 7.45% Senior Notes due
2029.
5.1 Opinion of Rogers & Wells LLP.
5.2 Opinion of Douglas S. Brossman.
23.1 Consent of Rogers & Wells LLP (included as part of Exhibit 5.1).
23.2 Consent of Douglas S. Brossman (included as part of Exhibit 5.2).