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As filed with the Securities and Exchange Commission on November 10, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ARMSTRONG WORLD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-0366390
(State of Organization) (I.R.S. Employer Identification Number)
313 West Liberty Street 17603
Lancaster, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction Act A.(d), please check the following box [_]
Securities Act registration statement file number to which this form
relates: 333-6333
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of Each Exchange on
Title of Each Class to be so Registered which each Class is to be Registered
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<S> <C>
7.45% Senior Quarterly Interest Bonds The New York Stock Exchange, Inc.
due 2038
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE.
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Page 1 of 3 pages
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Item 1. Description of Registrant's
Securities to be Registered
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The description of the Registrant's 7.45% Senior Quarterly Interest
Bonds due 2038 (the "Bonds") to be registered hereunder is incorporated by
reference to the information set forth under the captions (i) "Description of
Debt Securities" contained in the Registrant's prospectus included in the
Registration Statement on Form S-3 (File No. 333-6333), as amended by a
Registration Statement filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended (the "Securities Act"), under the Securities Act relating to
the public offering of up to $180,000,000 in aggregate principal amount of the
Registrant's debt securities, common stock, preferred stock, warrants and
depositary shares and (ii) "Description of Bonds," contained in the Registrant's
final prospectus supplement dated October 21, 1998 relating to the Bonds filed
pursuant to Rule 424(b) under the Securities Act.
Item 2. Exhibits
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(1). Form of Indenture between the Registrant and Chase
Manhattan Bank*
(2). Form of Bond.
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* Filed as an exhibit to the Registrant's Registration Statement on Form S-3
(File No. 333-6333) and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Armstrong World Industries, Inc.
November 10, 1998 By: /s/ David D. Wilson
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Name: David D. Wilson
Title: Assistant Secretary and
Associate General Counsel
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EXHIBIT 2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
7.45% Senior Quarterly Interest Bonds
No. A-1 $180,000,000
Armstrong World Industries, Inc., a corporation duly organized and existing
under the laws of Pennsylvania (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of one hundred eighty million dollars ($180,000,000) on October
15, 2038, and to pay interest thereon from October 28, 1998 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on January 15, April 15, July 15 and October 15 in each year, commencing
January 15, 1999, at the rate of 7.45% per
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annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the date 15 days prior to such Interest Payment Date, referred to as the
"Regular Record Date," (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the City of New York or such other designated office, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
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Security Register.
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
In Witness Whereof, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated: October 28, 1998
ARMSTRONG WORLD INDUSTRIES, INC.
By: /s/ Frank A. Riddick
Name: Frank A. Riddick
Title: Senior Vice President and
Chief Financial Officer
Attest:
By: /s/ David D. Wilson
Name: David D. Wilson
Title: Assistant Secretary and
Associate General Counsel
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By:
Name:
Title:
[SEAL]
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of August 6, 1996 (as amended and supplemented from
time to time, the "Indenture," which term shall have the meaning assigned to it
in such instrument), between the Company and The Chase Manhattan Bank, formerly
known as Chemical Bank, as successor to Mellon Bank, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to one
hundred eighty million dollars ($180,000,000).
The Securities of this series are subject to redemption upon not less than 30
nor more than 60 days' notice at any time on or
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after October 28, 2003, as a whole or from time to time in part, at the election
of the Company, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to the date of redemption.
If as a result of: (a) any actual or proposed change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United
States, or any change in the application, official interpretation or enforcement
of such laws, regulations or rulings; (b) any action taken by a taxing
authority, which action is generally applied or is taken with respect to the
Company; (c) a decision rendered by a court of competent jurisdiction in the
United States, whether or not such decision was rendered with respect to the
Company; or (d) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining to
the Company, which change, amendment, action, decision, memorandum, letter
ruling or pronouncement becomes effective or is issued on or after October 28,
1998, there is a substantial likelihood that the Company will not be entitled to
deduct currently for United States federal income tax purposes the full amount
of interest accrued in respect of the Securities of this series, the Company, at
its option, may redeem these Securities, in whole but not in part, at any time
at a redemption price equal to 100% of the principal amount, together with
interest accrued and unpaid to the date of redemption. Notice of such
redemption will be given to the Holders of these Securities not more than 60 nor
fewer than 30 days prior to the date fixed for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the
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unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exception as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
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As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company
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in any place where the principal of any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may required payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This is one of the Securities of the series designated herein referred to in the
within mentioned Indenture.
THE CHASE MANHATTAN BANK
By: /s/ Elaine Renn
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Authorized Officer
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