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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Armstrong World Industries, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0366390
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(Address of Principal Executive Offices)(Zip Code)
======================
TRIANGLE PACIFIC CORP. SALARIED EMPLOYEES PROFIT SHARING PLAN
TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN
ROBBINS HARDWOOD FLOORING, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN
HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN
HARTCO FLOORING COMPANY BARGAINING EMPLOYEES' RETIREMENT SAVINGS PLAN
Full Title of the Plans)
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Deborah K. Owen, Esq.
Senior Vice-President, Secretary and General Counsel
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(Name and address of agent for service)
(717) 396-3586
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Vincent C. Deluzio
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 21st Floor
Pittsburgh, Pennsylvania 15219-1410
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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Common Stock, 300,000 $50.41 $15,123,000 $4,204.19
$1.00 par Shares(2)(3)
value
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Interests in (4) (4) (4) (4)
the Plans
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[FN]
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 (the
"Securities Act") and based on the average of the high and low sales prices
of the Common Stock on the New York Stock Exchange on March 12, 1999.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this Registration
Statement changes, the provisions of Rule 416 under the Securities Act
shall apply to this Registration Statement, and this Registration Statement
shall be deemed to cover the additional securities resulting from the split
of, or the dividend on, the securities covered by this Registration
Statement.
(3) The shares of Common Stock registered hereby are being registered for offer
and sale pursuant to the following employee benefit plans (the "Plans"):
180,000 shares for offer and sale pursuant to the Triangle Pacific Corp.
Salaried Employees Profit Sharing Plan; 10,000 shares for offer and sale
pursuant to the Triangle Pacific Corp. Non-Union Hourly Employees 401(k)
Plan; 25,000 shares for offer and sale pursuant to the Robbins Hardwood
Flooring, Inc. Employees' Retirement Savings Plan; 60,000 shares for offer
and sale pursuant to the Hartco Flooring Company Retirement Savings Plan;
and 25,000 shares for offer and sale pursuant to the Hartco Flooring
Company Bargaining Employees' Retirement Savings Plan. The shares of Common
Stock being registered consist of shares to be acquired by the trustees
pursuant to the Plans for the accounts of participants.
(4) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plans. Pursuant to Rule 457(h)(2) under
the Securities Act, no separate fee is required to register interests in
the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents have been filed with the Securities and Exchange
Commission by Armstrong World Industries, Inc., a Pennsylvania corporation (the
"Company"), and are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and
(b) The description of the Company's capital stock under the caption
"Description of Capital Stock" in the Company's Prospectus Supplement
dated October 21, 1998, which is part of the Company's Registration
Statement on Form S-3 (No. 333-06333) and which was filed pursuant
to Rule 424(b)(5) of the Securities Act on October 22, 1998, together
with the description of the Company's capital stock contained in a
registration statement under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered pursuant
to this Registration Statement have been sold or that deregisters all
securities then remaining unsold shall also be deemed to be incorporated by
reference herein and to be a part hereof from the dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Subchapter D of Chapter 17 of the Pennsylvania Business Corporations Law (the"
PBCL") provides in general that a corporation may indemnify any person,
including its directors, officers and employees, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (including
actions by or in the right of the corporation) by reason of the fact that he or
she is or was a representative of or serving at the request of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
the action or proceeding if he or she is determined by the board of directors,
or in certain circumstances by independent legal counsel or the shareholders, to
have acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reason to believe his or her conduct was
unlawful. In the case of actions by or in the right of the corporation,
indemnification is not permitted in respect of any claim, issue or matter as to
which the person has been adjudged to be liable to the corporation except to the
extent a court determines that the person is fairly and reasonably entitled to
indemnification. In any case, to the extent that the person has been successful
on the merits or otherwise in defense of any claim, issue or matter, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith. Subchapter D of
Chapter 17 also provides that the indemnification permitted or required thereby
is not exclusive of any other rights to which a person seeking indemnification
may be entitled.
Article IX of the Company's By-laws, as amended, provides that the Company
shall indemnify any person who was or is made a party to, or threatened to be
made a party to, or is involved in, any action, suit, or proceeding (including
actions by or in the right of the Company) by reason of the fact that he or she
is or was a director or officer of the Company (or is or was serving at the
request of the Company as a director, officer, trustee, employee, or agent of a
related enterprise including service with respect to an employee benefit plan or
is or was serving at the specific written request of the Company as a director,
officer, trustee, employee, or agent of an unrelated enterprise) against all
expenses and liability he or she actually incurs, including, without limitation,
judgments and amounts paid or to be paid in settlement of or in actions brought
by or in the right of the Company, to the fullest extent permitted by law.
Article IX also provides that directors and officers shall be entitled to
payment in advance of expenses incurred in defending any such action, suit, or
proceeding, upon receipt of an undertaking to repay all
amounts so advanced if it is ultimately determined that they are not entitled to
be indemnified or, in the case of criminal action, a majority of the Board of
Directors so determines. In addition, the Company has entered into
indemnification agreements with each of its directors which entitle the director
to indemnification for certain expenses to the fullest extent permitted by law.
The By-laws of the Company also provide pursuant to Section 1713 of the PBCL
that a director of the Company shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his/her office
under Section 1712 of the PBCL (relating to standard of conduct and justifiable
reliance); and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. This limitation on the personal liability of
directors of the Company does not apply to: (1) the responsibility or liability
of a director pursuant to any criminal statute; or (2) the liability of a
director for the payment of taxes pursuant to local, state or Federal law.
The Company and its subsidiaries also carry insurance insuring their officers
and directors against certain liabilities which they might incur as directors or
officers of the Company or of any other organization which they serve at its
request, including certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No. Description
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4.1 The Company's Rights Agreement effective as of March 21,
1996, between the Company and Chemical Mellon Shareholder
Services, L.L.C., as Rights Agent, relating to the
Company's Preferred Stock Purchase Rights is incorporated
by reference herein from the Company's registration statement
on Form 8-A/A dated March 15, 1996, wherein it appeared as
Exhibit 4.
4.2 The Company's Retirement Savings and Stock Ownership Plan
as amended and restated effective October 1, 1996, is
incorporated by reference herein from the Company's 1996
Annual Report on Form 10-K where it appeared as
Exhibit 4(b). *
4.3 The Company's Indenture, dated as of March 15, 1988,
between the Company and Morgan Guaranty Trust Company of
New York, as Trustee, as to which The First National Bank of
Chicago is successor trustee, is incorporated herein by
reference from the Company's 1995 Annual Report on Form 10-K
wherein it appeared as Exhibit 4(c).
4.4 The Company's Supplemental Indenture dated as of October
19, 1990, between the Company and The First National Bank
of Chicago, as Trustee, is incorporated by reference herein
from the Company 1994 Annual Report on Form 10-K wherein it
appeared as Exhibit 4(d).
4.5 The Company's Credit Agreement (364-day) dated as of October 29,
1998, among the Company, The Chase Manhattan Bank as
administrative agent, and listed banks, is incorporated by
reference from the Company's 1998 Annual Report on Form 10-K
wherein it appeared as Exhibit 4(e).
4.6 The Company's Credit Agreement (5-year) dated as of October 29,
1998, among the Company, The Chase Manhattan Bank as
administrative agent, and listed banks, is incorporated by
reference from the Company's 1998 Annual Report on Form 10-K
wherein it appeared as Exhibit 4(f).
4.7 The Company's Indenture, dated as of 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,
is incorporated herein by reference from the Company's
registration statement on Form S-3/A dated August 14, 1996.
4.8 Copy of portions of the Company's Board of Directors'
Pricing Committee's resolution establishing the terms and
conditions of the issuance of $200,000,000 of 6.35% Senior Notes
Due 2003 and $150,000,000 of 6 1/2% Senior Notes Due 2005, is
incorporated by reference from the Company's 1998 Annual Report
on Form 10-K wherein it appeared as Exhibit 4(h).
4.9 Copy of portions of the Company's Board of Directors' Pricing
Committee's resolution establishing the terms and conditions of
the issuance of $180,000,000 7.45% Senior Quarterly Interest
Bonds Due 2038, is incorporated by reference from the Company's
1998 Annual Report on Form 10-K wherein it appeared as
Exhibit 4(i).
4.10 Credit Agreement between the Company, certain banks listed
therein, and Morgan Guaranty Trust Company of New York, as Agent,
dated as of February 7, 1995, providing for a $200,000,000 credit
facility, is incorporated by reference herein from the Company's
1994 Annual Report on Form 10-K wherein it appeared as
Exhibit 10(i)(c).
4.11 The Company's Amendment No. 1 to Credit Agreement is incorporated
by reference herein from the Company's 1998 Annual Report on
Form 10-K wherein it appeared as Exhibit 10(i)(d).
5.1 Opinion of Buchanan Ingersoll Professional Corporation
regarding legality of the securities being registered.
5.2 In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of Regulation S-K, the Company
confirms that it has submitted or will submit the Plans and
all amendments thereto to the Internal Revenue Service in a
timely manner and that it has made or will make all changes
required by the Internal Revenue Service in order to qualify
the Plans under Section 401 of the Internal Revenue Code.
23 Consent of KPMG LLP
24 Powers of Attorney
* Compensatory Plan
Item 9. Undertakings.
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lancaster, State of Pennsylvania, on
the 15th day of March, 1999.
ARMSTRONG WORLD INDUSTRIES, INC.
By:/s/ Frank A. Riddick, III
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Frank A. Riddick III, Senior Vice President, Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
George A. Lorch )
Chairman of the Board )
and Chief Executive Officer )
Frank A. Riddick, III )
Senior Vice-President, Finance and )
Chief Financial Officer )
(Principal Financial Officer )
Edward R. Case )
Vice President and Controller )
(Principal Accounting Officer) )
)
H. Jesse Arnelle )
Director )
)
Van C. Campbell )
Director ) /s/ Frank A. Riddick, III
) -------------------------
) Frank A. Riddick, III
Donald C. Clark ) Attorney-in-Fact
Director ) and on his own behalf
)
David W. Raisbeck )
Director )
)
John A. Krol )
Director )
)
David M. LeVan )
Director )
)
James E. Marley )
Director )
)
Judith R. Haberkorn )
Director )
)
Jerre L. Stead )
Director )
THE PLANS. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the Plans) have duly caused this Registration
Statement to be signed on behalf of the Plans by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on March 15, 1999.
TRIANGLE PACIFIC CORP. SALARIED
EMPLOYEES PROFIT SHARING PLAN
By:The Profit Sharing Committee of the
Triangle Pacific Corp. Salaried
Employees Profit Sharing Plan
By: /s/ Jennifer Wisdom
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Jennifer Wisdom, Committee Member
TRIANGLE PACIFIC CORP. NON-UNION
HOURLY EMPLOYEES 401(k) PLAN
By:The 401(k) Committee of the Triangle
Pacific Corp. Non-Union Hourly
Employees 401(k) Plan
By: /s/ Jennifer Wisdom
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Jennifer Wisdom, Committee Member
ROBBINS HARDWOOD FLOORING, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
By:The Plan Administrator of the
Robbins Hardwood Flooring, Inc.
Employees' Retirement Savings Plan
By: /s/ Jennifer Wisdom
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Jennifer Wisdom, Committee Member
HARTCO FLOORING COMPANY
RETIREMENT SAVINGS PLAN
By:The Administrative Committee of the
Hartco Flooring Company Retirement
Savings Plan
By: /s/ Jennifer Wisdom
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Jennifer Wisdom, Committee Member
HARTCO FLOORING COMPANY
BARGAINING EMPLOYEES' RETIREMENT
SAVINGS PLAN
By:The Administrative Committee of the
Hartco Flooring Company Bargaining
Employees' Retirement Savings Plan
By: /s/ Jennifer Wisdom
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Jennifer Wisdom, Committee Member