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As filed with the Securities and Exchange Commission on July 29, 1996
Registration No.: 33-29768
33-18996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8
REGISTRATION STATEMENTS
Under
THE SECURITIES ACT OF 1933
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)
313 West Liberty Street
Lancaster, Pennsylvania 17603
(Address of Principal Executive Offices)
Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan
(Full Title of Plan)
L.A. Pulkrabek, Esquire
Senior Vice-President, Secretary and General Counsel
313 West Liberty Street
Lancaster, Pennsylvania 17603
(Name and address of agent for service)
(717) 397-0611
(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
This Post-Effective Amendment to the Registration Statements on Form S-8
(No. 33-29768 and No. 33-18996) as filed by Armstrong World Industries, Inc.
(the "Company") effects the merger of the Company's Retirement Savings Plan for
Salaried Employees and the Company's Employee Stock Ownership Plan into a new
plan, the Armstrong World Industries, Inc. Retirement Savings and Stock
Ownership Plan. The Common Stock offered to participants in the Retirement
Savings and Stock Ownership Plan has been previously registered pursuant to the
registration statements identified above. The Company is not registering any
additional shares of Company common stock hereby but rather is filing this post-
effective registration statement to reflect a material change to the above-
mentioned registration statements. The common stock registered pursuant to the
above identified registration statements and offered by the Company's Retirement
Savings and Stock Ownership Plan includes Preferred Stock Purchase Rights (the
"Rights"). Prior to the occurrence of certain events, such Rights will not be
exercisable or evidenced separately from the common stock. Pursuant to Rule
412(c) under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. Finally, the Series A ESOP Convertible
Preferred Stock still outstanding registered on 33-29768 is expected to be
converted into Common Stock by the ESOP trustee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1) and (b)(2). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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Armstrong World Industries, Inc., a Pennsylvania corporation
(the"Company"), hereby incorporates by reference into this Registration
Statement the following reports: (i) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 30, 1996; (iii) the Company's Current
Report on Form 8-K for the period ended December 29, 1995; (iv) the Company's
Current Report on Form 8-K/A for the period ended December 29, 1995; (v) the
Company's Current Report on Form 8-K for the period May 10, 1996; (vi) the
Annual Report of the Retirement Savings Plan for Hourly Employees on Form 11-K
for the fiscal year ended September 30, 1995 previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995; (vii) the Annual Report of the Retirement Savings Plan for Salaried
Employees on Form 11-K for the fiscal year ended September 30, 1995 previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; and (viii) the Annual Report of the Employee
Stock Ownership Plan on Form 11-K for the fiscal year ended September 30, 1995
previously filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995; (ix) the description of the Company's
capital stock contained in the Company's Current Report on Form 8-K for the
period July 26, 1996, and any amendments or reports filed for the purpose of
updating such description.
The Company also incorporates herein by reference, from the date of filing
of such documents, all documents subsequently filed by it pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
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
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 Armstrong also provide pursuant to Section 1713 of the PBCL
that a director of Armstrong shall not be personally liable for monetary damages
as such for any action
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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 1988
BCL (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
Armstrong 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.
Armstrong 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 of 1933.
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.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1............ Articles of Incorporation, as amended, previously
filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December
31, 1995, file no. 1-02116, filed with the
Commission on March 28, 1996
4.2............ By-laws, as amended, previously filed as an
exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995,
file no. 1-02116, filed with the Commission on
March 28, 1996
4.3............ Rights Agreement between the Company and Chemical
Mellon Shareholder Services, effective March 21,
1996, previously filed as an exhibit to Form
8-A/A, file no. 1-02116, filed with the Commission
on March 15, 1996.
4.4............ The Company and its subsidiaries have in effect
various instruments with respect to long-term debt
none of which individually amounts to 10% of the
total assets of the Company and its consolidated
subsidiaries. The Company agrees to furnish a
copy of any such instrument to the Securities and
Exchange Commission upon request.
15............. Letter regarding unaudited interim financial information
from KPMG Peat Marwick LLP
23.1........... Consent of KPMG Peat Marwick L.L.P.
23.2........... Consent of Ernst & Young L.L.P.
24............. Powers of Attorney
</TABLE>
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The registrant has submitted the amended plan to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes required by the IRS
in order to qualify the plan under Section 401 of the Internal Revenue Code of
1986, as amended.
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
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.
(2) That, for the purpose 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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.
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 July 15, 1996.
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.
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<S> <C> <C>
George A. Lorch Chairman of the Board and President
(Principal Executive Officer)
Frank A. Riddick, III Senior Vice-President, Finance and
Chief Financial Officer
(Principal Financial Officer)
Bruce A. Leech, Jr. Controller
(Principal Accounting Officer)
H. Jesse Arnelle Director
Van C. Campbell Director /s/ Frank A. Riddick, III
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Frank A. Riddick, III
Donald C. Clark Director Attorney-in-Fact
and on his own behalf
E. Allen Deaver Director
Ursala F. Fairbairn Director
James E. Marley Director
J. Phillip Samper Director
Jerre L. Stead Director
</TABLE>
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Pursuant to the requirements of the Securities Act of 1933, the Plan 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 July 10, 1996.
ARMSTRONG WORLD INDUSTRIES, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP
PLAN
By: /s/ E. Allen Deaver
--------------------------------
E. Allen Deaver
Chairman, Retirement Committee
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Armstrong World Industries, Inc.
Lancaster, Pennsylvania
Gentlemen:
With respect to the Post Effective Amendment to the Registration Statement
filed on Form S-8, we acknowledge our awareness of the incorporation by
reference therein of our report dated May 6, 1996, related to our review
of interim financial information.
Pursuant to Rule 436(c) under the Securities Act, such report is not
considered a part of a Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 26, 1996
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Exhibit 23.1
Consent of Independent Auditors
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We consent to the incorporation by reference in the Post-Effective Amendment to
the Registration Statement on Form S-8 pertaining to the Armstrong World
Industries, Inc. of (I) our report dated February 26, 1996, relating to the
statements of net assets available for plan benefits of the Armstrong World
Industries, Inc. Employee Stock Ownership Plan as of September 30, 1995 and the
related statements of changes in net assets available for plan benefits for each
of the years in the three-year period ended September 30, 1995; (II) our report
dated February 26, 1996 relating to the statements of net assets available for
plan benefits of the Retirement Savings Plan for Salaried Employees of Armstrong
World Industries, Inc. as of September 30, 1995 and 1994 and the related
statements of changes in net assets available for plan benefits for each of the
years in the three-year period ended September 30, 1995; and (III) our report
dated February 26, 1996 relating to the consolidated balance sheet of Armstrong
World Industries, Inc. and its subsidiaries as of December 31, 1995 and 1994 and
the related consolidated statements of earnings, cash flows and shareholders'
equity and related supplementary information on depreciation rates and schedule
for each of the years in the three-year period ended December 31, 1995, which
appears in the December 31, 1995 annual report on Form 10-K of Armstrong World
Industries, Inc. and for each of the years in the three year period then ended.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 26, 1996
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Exhibit 23.2
Consent of Independent Auditors
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We consent to the incorporation by reference in the Post-Effective Amendment to
the Registration Statement on Form S-8 pertaining to the Armstrong World
Industries, Inc. Retirement Savings and Stock Ownership Plan of our report dated
February 21, 1995, with respect to the consolidated financial statements and
schedule of Dal-Tile International, Inc. included in the Current Report on Form
8-K/A of Armstrong World Industries, Inc.
Ernst & Young, LLP
Dallas, Texas
July 26, 1996
