<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ARMSTRONG WORLD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
<TABLE>
<S> <C>
PENNSYLVANIA 23-0366390
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
---------------
313 WEST LIBERTY STREET
LANCASTER, PENNSYLVANIA 17603
(717) 397-0611
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
DEBORAH K. OWEN, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
313 WEST LIBERTY STREET
LANCASTER, PENNSYLVANIA 17603
(717) 396-3586
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES TO:
ROBERT E. KING, JR., ESQ.
BONNIE A. BARSAMIAN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-6333 (and
No. 33-38837 which was combined with No. 333-6333 pursuant to Rule 429 under
the Securities Act).
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AMOUNT TO PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER UNIT(1) PRICE(2) REGISTRATION FEE(3)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value (4) ............. $30,000,000 $30,000,000 $8,850
Preferred Stock Purchase
Rights (4) ............
Class A Preferred Stock,
no par value (4) ......
Depositary Shares (4) ..
Debt Securities (4)(5)..
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) The proposed maximum offering price per unit is not specified as to each
class of securities registered pursuant to General Instruction II.D. of
Form S-3.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(o) of the rules and regulations
promulgated under the Securities Act of 1933, as amended.
(4) Also includes such indeterminate number of shares of Preferred Stock and
Common Stock as may be issued upon conversion of or exchange for any Debt
Securities or Preferred Stock that provides for conversion or exchange
into other securities.
(5) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as shall result in the aggregate public purchase price for
all Debt Securities of $30,000,000 or the equivalent thereof in foreign
denominated currencies or composite currencies.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statements on Form S-3 filed by
Armstrong World Industries, Inc. with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act") on June 19,
1996 (Registration No. 333-6333) and March 24, 1988 (Registration No. 33-38837
which was combined with No. 333-6333 pursuant to Rule 429 under the Act), are
incorporated into this Registration Statement by reference.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 OCTOBER 21,
1998.
ARMSTRONG WORLD INDUSTRIES, INC.
/s/ George A. Lorch
By-----------------------------------
NAME: GEORGE A. LORCH
OFFICE: CHAIRMAN OF THE BOARD OF
DIRECTORS AND CHIEF EXECUTIVE
OFFICER
KNOW ALL MEN BY THESE PRESENTS, that we the undersigned officers and
directors of Armstrong World Industries, Inc. hereby severally constitute
George A. Lorch, Frank A. Riddick, III and Deborah K. Owen, Esq. and each of
them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below the Registration Statement filed herewith and any and all amendments to
said Registration Statement (including without limitation any amendments filed
pursuant to Section 462(b) of the Securities Act of 1933), and generally to do
all such things in our names and in our capacities as officers and directors
to enable Armstrong World Industries, Inc. to comply with the provisions of
the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signature as they may
be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
/s/ George A. Lorch Chairman of the October 21,
- ------------------------------------- Board of Directors 1998
GEORGE A. LORCH and Chief Executive
Officer
/s/ Frank A. Riddick, III Senior Vice October 21,
- ------------------------------------- President, Finance 1998
FRANK A. RIDDICK, III and Chief Financial
Officer (Principal
Financial Officer)
/s/ Edward R. Case Vice President and October 21,
- ------------------------------------- Controller 1998
EDWARD R. CASE (Principal
Accounting Officer)
/s/ John A. Krol Director October 21,
- ------------------------------------- 1998
JOHN A. KROL
II-1
<PAGE>
/s/ David W. Raisbeck Director October 21,
- ------------------------------------- 1998
DAVID W. RAISBECK
/s/ David M. Levan Director October 21,
- ------------------------------------- 1998
DAVID M. LEVAN
/s/ James E. Marley Director October 21,
- ------------------------------------- 1998
JAMES E. MARLEY
/s/ Jerre L. Stead Director October 21,
- ------------------------------------- 1998
JERRE L. STEAD
/s/ H. Jesse Arnelle Director October 21,
- ------------------------------------- 1998
H. JESSE ARNELLE
/s/ Donald C. Clark Director October 21,
- ------------------------------------- 1998
DONALD C. CLARK
Director October ,
- ------------------------------------- 1998
JUDITH R. HABERKORN
/s/ Van C. Campbell Director October 21,
- ------------------------------------- 1998
VAN C. CAMPBELL
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
Opinion of Rogers & Wells LLP as to legality of the securities
5.1 registered hereby.
5.2 Opinion of David D. Wilson, Assistant Secretary and Associate General
Counsel, as to legality of securities registered hereby.
15.1 Awareness letter of KPMG Peat Marwick LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
</TABLE>
<PAGE>
[LETTERHEAD OF ROGERS & WELLS LLP]
Exhibit 5.1
October 21, 1998
Armstrong World Industries, Inc.
313 Liberty Street
Lancaster, Pennsylvania 17603
Re: Armstrong World Industries, Inc.
Registration of Additional Securities under Rule 462(b)
Ladies and Gentlemen:
We have acted as special counsel to Armstrong World Industries, Inc., a
Pennsylvania corporation (the "Company") in connection with the registration
under Rule 462(b) of the Securities Act of 1933, as amended (the "Act"),
relating to $30,000,000 aggregate amount of the following securities of the
Company: (i) unsecured debt securities which may be either senior or
subordinated debt securities, in one or more series (the "Debt Securities"),
which in each case are to be issued under an indenture (the "Indenture" and,
collectively, the "Indentures") entered into between the Company and Chase
Manhattan Bank, formerly known as Chemical Bank, as successor to Mellon Bank,
N.A. as trustee thereunder (the "Trustee"); (ii) shares of the Company's common
stock, par value $1.00 per share (the "Common Stock"), with Preferred Stock
Purchase Rights attached to each share of Common Stock (the "Rights"); and (iii)
shares of the Company's Class A Preferred Stock, no par value per share (the
"Preferred Stock"), in one or more series, which may also be issued in the form
of depositary shares (the "Depositary Shares") evidenced by depositary receipts
(the "Receipts"). The Debt Securities, the Common Stock, the Preferred Stock
and the Depositary Shares are collectively referred to herein as the "Additional
Securities." The Additional Securities are in addition to those which are the
subject of a Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") on October 29, 1996 (File No. 333-6333)
(the "Registration Statement"). The Additional Securities may be offered
separately or together, in separate series, in amounts, at prices and on terms
to be set forth in one or more supplements (each, a "Prospectus Supplement") to
the Prospectus contained in the Registration Statement.
In rendering the opinions expressed herein, we have examined: the Registration
Statements; the Articles of Incorporation and Bylaws of the Company, each as
amended to date; and such corporate proceedings of the Company and such other
documents as we have deemed necessary. As to questions of fact material to the
opinions expressed herein, we have relied on certificates of officers of the
Company and have not independently verified the accuracy of the information
contained therein. In such examination, we have assumed the genuineness of all
signatures, the
<PAGE>
Armstrong World Industries, Inc. Page 2
October 21, 1998
authenticity of all documents, certificates and instruments submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies and the absence of any amendments or modifications to those items
reviewed by us.
We understand that prior to offering for sale any Additional Securities, the
Company will advise us in writing of the terms of such offering and of such
Additional Securities, will afford us an opportunity to review the operative
documents (including the applicable Prospectus Supplement and any underwriting
agreement) pursuant to which the Additional Securities are to be offered, sold
and issued, and will file as an exhibit to the Registration Statement such
supplement or amendment to this opinion (if any) as we may reasonably consider
necessary or appropriate by reason of the terms of such Additional Securities or
any changes in the Company's capital structure or other pertinent circumstances.
We assume that (i) prior to the issuance of any shares of Common Stock,
Preferred Stock or Depositary Shares (or securities convertible into shares of
Common Stock), there will exist, under the Articles of Incorporation, the
requisite number of authorized but unissued shares of Common Stock or Preferred
Stock, as the case may be; and (ii) appropriate certificates representing shares
of Common Stock or Preferred Stock, as the case may be, or Receipts evidencing
Depositary Shares, will be executed and delivered upon the issuance and sale of
any such securities, and that such certificates or Receipts will comply with all
applicable requirements of Pennsylvania law.
We also assume that (i) the issuance, sale, amount and terms of the Additional
Securities to be offered from time to time will be authorized and determined by
proper action of the Board of Directors of the Company (each, a "Board Action")
and will be in accordance with the Company's Articles of Incorporation and
applicable Pennsylvania law, (ii) the resolutions authorizing the Company to
register, offer, sell, and issue the Additional Securities will remain in effect
and unchanged at all times during which the Additional Securities are offered,
sold, or issued by the Company, (iii) the interest rate on the Debt Securities
will not be higher than the lawful rate permitted from time to time under
applicable law, (iv) the Registration Statement, and any amendments thereto,
will have become, and at the time of issuance of the Additional Securities will
continue to be effective, (v) a Prospectus Supplement relating to the Additional
Securities offered pursuant to the 1996 Registration Statement will have been
filed with the Commission, and (vi) all Additional Securities will be issued in
compliance with applicable federal and state securities laws.
To the extent that the obligations of the Company under a deposit agreement may
be dependent upon such matters, we assume for purposes of this opinion that the
depositary is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the depositary is duly qualified
to engage in the activities contemplated by the deposit agreement; that the
deposit agreement has been duly authorized, executed and delivered by the
depositary and constitutes the legally valid and binding obligation of the
depositary enforceable against the depositary in accordance with its terms; that
the depositary is in compliance, generally, with respect to acting as depositary
under the deposit agreement, with all applicable laws and
<PAGE>
Armstrong World Industries, Inc. Page 3
October 21, 1998
regulations; and that the depositary has the requisite organizational and legal
power and authority to perform its obligations under the deposit agreement.
Based upon the foregoing and such examination of law as we have deemed
necessary, and subject to the qualifications and exceptions herein, we are of
the opinion that:
1. When the Debt Securities have been duly executed and delivered by the
Company and authenticated by the Trustee in accordance with provisions of the
applicable Indenture and (a) issued and sold in the manner contemplated by the
applicable Board Action, the Registration Statement, the Prospectus or the
applicable Prospectus Supplement and, if applicable, an underwriting agreement
relating to the issuance of such Debt Securities, and (b) delivered to the
purchaser or purchasers thereof against receipt by the Company of such lawful
consideration therefor as the Company's Board of Directors may determine, such
Debt Securities will be valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms and entitled to
the benefits of the applicable Indenture.
2. When the Common Stock with attached Rights have been issued and sold and
delivered to the purchaser or purchasers thereof against receipt by the Company
of lawful consideration therefor (a) in the manner contemplated by the
applicable Board Action, the Registration Statement, the Prospectus or the
applicable Prospectus Supplement and, if applicable, an underwriting agreement
relating to the issuance of such shares, or (b) pursuant to the conversion of
validly issued and fully paid and non-assessable shares of Preferred Stock in
accordance with the established terms of such Preferred Stock, such shares of
Common Stock issued thereby will be duly authorized, validly issued, fully paid
and non-assessable by the Company.
3. When a series of the Preferred Stock has been duly authorized and
established in accordance with the applicable Board Action, the terms of the
Articles of Incorporation and applicable Pennsylvania law, such shares of
Preferred Stock when issued and sold and delivered to the purchaser or
purchasers thereof against receipt by the Company of lawful consideration
therefor (a) in the manner contemplated by the applicable Board Action, the
Registration Statement, the Prospectus or the applicable Prospectus Supplement
and, if applicable, an underwriting agreement relating to the issuance of such
Preferred Stock, or (b) pursuant to the exchange of validly issued and fully
paid Depositary Shares in accordance with the terms of an applicable and valid
and binding deposit agreement, such shares of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable by the Company.
4. When the Depositary Shares have been duly authorized and established in
accordance with the applicable Board Action, and the Receipts in the form
contemplated and authorized by a deposit agreement have been duly executed and
delivered by the depositary and delivered to the purchaser or purchasers thereof
against receipt by the Company of lawful consideration therefor in the manner
contemplated by such Board Action, the Registration Statement, the Prospectus or
the applicable Prospectus Supplement and, if applicable, an underwriting
agreement relating to the
<PAGE>
Armstrong World Industries, Inc. Page 4
October 21, 1998
issuance of such Depositary Shares, such Depositary Shares will be validly
issued and will entitle the holders thereof to the rights specified in the
Receipts and such deposit agreement.
The opinions stated herein relating to the validity and binding nature of
obligations of the Company are subject to (i) the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
The opinions stated herein are limited to the federal laws of the United States
and the laws of the State of New York and the laws of the Commonwealth of
Pennsylvania To the extent that any opinions set forth herein are dependent on
the laws of the Commonwealth of Pennsylvania; we have relied on the opinion of
David D. Wilson, the Associate General Counsel of the Company, dated the date
hereof. Our opinion, to the extent based upon such reliance, is limited by the
qualifications, assumptions and conditions set forth in such opinion in addition
to those set forth herein.
We hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm in under the caption
"Legal Matters" in a Prospectus Supplement. In giving this consent we do not
admit that we are within the category of persons whose consent in required under
Section 7 of the Act, or the Rules and Regulation of the Commission promulgated
thereunder.
Very truly yours,
/s/ Rogers & Wells LLP
<PAGE>
[LETTERHEAD OF ARMSTRONG WORLD INDUSTRIES]
Exhibit 5.2
October 21, 1998
Armstrong World Industries, Inc.
313 Liberty Street
Lancaster, Pennsylvania 17603
Re: Armstrong World Industries, Inc.
Registration of Additional Securities under Rule 462(b)
Ladies and Gentlemen:
I am the Assistant Secretary and Associate General Counsel of Armstrong World
Industries, Inc., a Pennsylvania corporation (the "Company"). This opinion is
being rendered in connection with the preparation of a Registration Statement
(the "Registration Statement") pursuant to Rule 462(b) of the Securities Act of
1933, as amended (the "Act"), relating to $30,000,000 aggregate amount of the
following additional securities of the Company: (i) unsecured debt securities
which may be either senior or subordinated debt securities, in one or more
series (the "Debt Securities"), which in each case are to be issued under an
indenture (the "Indenture" and, collectively, the "Indentures") entered into
between the Company and Chase Manhattan Bank, formerly known as Chemical Bank,
as successor to Mellon Bank, N.A. as trustee thereunder (the "Trustee"); (ii)
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock"), with Preferred Stock Purchase Rights attached to each share of Common
Stock (the "Rights"); and (iii) shares of the Company's Class A Preferred stock,
no par value per share (the "Preferred Stock"), in one or more series, which may
also be issued in the form of depositary shares (the "Depositary Shares")
evidenced by depositary receipts (the "Receipts"). The Debt Securities, the
Common Stock, the Preferred Stock and the Depositary Shares are collectively
referred to herein as the "New Securities." The New Securities are in addition
to those which are the subject of a Registration Statement on Form S-3 filed
with the Securities and Exchange Commission (the "Commission") on March 24, 1988
(File No. 33-38837) (the "1988 Registration Statement") and a Registration
Statement on Form S-3 filed with the Commission on October 29, 1996 (File No.
333-6333) (the "1996 Registration Statement," and together with the 1988
Registration Statement and the Registration Statement, the "Registration
Statements"). Pursuant to Rule 429 under the Act, the prospectus (the
"Prospectus") contained in the 1996 Registration Statement combines the
prospectus contained in, and also relates to, the 1988 Registration Statement.
The New Securities may be offered separately or together, in separate series, in
amounts, at prices and on terms to be set forth in one or more supplements to
the Prospectus (each, a "Prospectus Supplement").
<PAGE>
Armstrong World Industries, Inc. Page 2
October 21, 1998
In rendering the opinions expressed herein, I have examined: the Registration
Statements; the Articles of Incorporation and Bylaws of the Company, each as
amended to date; and such corporate proceedings of the Company and such other
documents as I have deemed necessary. As to questions of fact material to the
opinions expressed herein, I have relied on certificates of officers of the
Company and have not independently verified the accuracy of the information
contained therein.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to me as
originals, the conformity with originals of all documents submitted to me as
copies and the absence of any amendments or modifications to those items
reviewed by me.
I have assumed that (i) prior to the issuance of any shares of Common Stock,
Preferred Stock or Depositary Shares (or securities convertible into shares of
Common Stock), there will exist, under the Articles of Incorporation, the
requisite number of authorized but unissued shares of Common Stock or Preferred
Stock, as the case may be; and (ii) appropriate certificates representing shares
of Common Stock or Preferred Stock, as the case may be, or Receipts evidencing
Depositary Shares, will be executed and delivered upon the issuance and sale of
any such securities, and that such certificates or Receipts will comply with all
applicable requirements of Pennsylvania law.
I have also assumed that (i) the issuance, sale, amount and terms of the New
Securities to be offered from time to time will be authorized and determined by
proper action of the Board of Directors of the Company (each, a "Board Action")
and will be in accordance with the Company's Articles of Incorporation and
applicable Pennsylvania law, (ii) the resolutions authorizing the Company to
register, offer, sell, and issue the New Securities will remain in effect and
unchanged at all times during which the New Securities are offered, sold, or
issued by the Company, (iii) the interest rate on the Debt Securities will not
be higher than the lawful rate permitted from time to time under applicable law,
(iv) the Registration Statement, and any amendments thereto, will have become,
and at the time of issuance of the New Securities will continue to be effective,
(v) a Prospectus Supplement relating to the New Securities offered pursuant to
the 1996 Registration Statement will have been filed with the Commission, and
(vi) all New Securities will be issued in compliance with applicable federal and
state securities laws.
To the extent that the obligations of the Company under a deposit agreement may
be dependent upon such matters, I have assumed for purposes of this opinion that
the depositary is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization; that the depositary is duly
qualified to engage in the activities contemplated by the deposit agreement;
that the deposit agreement has been duly authorized, executed and delivered by
the depositary and constitutes the legally valid and binding obligation of the
depositary enforceable against the depositary in accordance with its terms; that
the depositary is in compliance, generally, with respect to acting as depositary
under the deposit agreement, with all applicable laws and regulations; and that
the depositary has the requisite organizational and legal power and authority to
perform its obligations under the deposit agreement.
<PAGE>
Armstrong World Industries, Inc. Page 3
October 21, 1998
Based upon the foregoing and such examination of law as I have deemed necessary,
and subject to the qualifications and exceptions herein, I am of the opinion
that:
1. When the Debt Securities have been duly executed and delivered by the
Company and authenticated by the Trustee in accordance with provisions of the
applicable Indenture and (a) issued and sold in the manner contemplated by the
applicable Board Action, the 1996 Registration Statement, the Prospectus or the
applicable Prospectus Supplement and, if applicable, an underwriting agreement
relating to the issuance of such Debt Securities, and (b) delivered to the
purchaser or purchasers thereof against receipt by the Company of such lawful
consideration therefor as the Company's Board of Directors may determine, such
Debt Securities will be valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms and entitled to
the benefits of the applicable Indenture.
2. When the Common Stock with attached Rights have been issued and sold and
delivered to the purchaser or purchasers thereof against receipt by the Company
of lawful consideration therefor (a) in the manner contemplated by the
applicable Board Action, the 1996 Registration Statement, the Prospectus or the
applicable Prospectus Supplement and, if applicable, an underwriting agreement
relating to the issuance of such shares, or (b) pursuant to the conversion of
validly issued and fully paid and non-assessable shares of Preferred Stock in
accordance with the established terms of such Preferred Stock, such shares of
Common Stock issued thereby will be duly authorized, validly issued, fully paid
and non-assessable by the Company.
3. When a series of the Preferred Stock has been duly authorized and
established in accordance with the applicable Board Action, the terms of the
Articles of Incorporation and applicable Pennsylvania law, such shares of
Preferred Stock when issued and sold and delivered to the purchaser or
purchasers thereof against receipt by the Company of lawful consideration
therefor (a) in the manner contemplated by the applicable Board Action, the 1996
Registration Statement, the Prospectus or the applicable Prospectus Supplement
and, if applicable, an underwriting agreement relating to the issuance of such
Preferred Stock, or (b) pursuant to the exchange of validly issued and fully
paid Depositary Shares in accordance with the terms of an applicable and valid
and binding deposit agreement, such shares of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable by the Company.
4. When the Depositary Shares have been duly authorized and established in
accordance with the applicable Board Action, and the Receipts in the form
contemplated and authorized by a deposit agreement have been duly executed and
delivered by the depositary and delivered to the purchaser or purchasers thereof
against receipt by the Company of lawful consideration therefor in the manner
contemplated by such Board Action, the 1996 Registration Statement, the
Prospectus or the applicable Prospectus Supplement and, if applicable, an
underwriting agreement relating to the issuance of such Depositary Shares, such
Depositary Shares will be validly issued and will entitle the holders thereof to
the rights specified in the Receipts and such deposit agreement.
<PAGE>
Armstrong World Industries, Inc. Page 4
October 21, 1998
The opinions stated herein relating to the validity and binding nature of
obligations of the Company are subject to (i) the effect of any applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law).
I am a member of the bar of the Commonwealth of Pennsylvania and express no
opinion as to the laws of any jurisdiction other than the Federal law of the
United States and the laws of the Commonwealth of Pennsylvania and all
references to governmental authorities are to Federal and Pennsylvania
authorities.
I consent to the reliance on this opinion by Rogers & Wells LLP, in rendering
their opinion to you in connection with the filing of the Registration
Statement. I hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving this consent I do not admit
that I am within the category of persons whose consent in required under Section
7 of the Act, or the Rules and Regulation of the Commission promulgated
thereunder.
Very truly yours,
/s/ David D. Wilson
<PAGE>
Exhibit 15.1
The Board of Directors
Armstrong World Industries, Inc.:
Re: 462(b) Registration Statement on Form S-3
With respect to the subject registration statement, we acknowledge our awareness
of the incorporation by reference therein of our reports dated May 8, 1998, and
August 12, 1998, related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered 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.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
October 21, 1998
<PAGE>
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Armstrong World Industries, Inc.:
We consent to the use of our report dated February 13, 1998, on the consolidated
financial statements of Armstrong World Industries, Inc. and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, and the financial statement schedule for the three-year
period ended December 31, 1997, incorporated herein by reference, which report
appears in the December 31, 1997 annual report on Form 10-K of Armstrong World
Industries, Inc. and to the reference to our firm under the heading "Experts" in
the prospectus.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
October 21, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the 462(b) Registration Statement on Form S-3 of Armstrong World
Industries, Inc. of our report dated February 2, 1998, relating to the
consolidated balance sheets of Triangle Pacific Corp. and Subsidiaries as of
January 2, 1998, and January 3, 1997, and the related consolidated statements of
operations, changes in shareholders' investment, and cash flows for the fiscal
years ended January 2, 1998, and January 3, 1997, and to the inclusion in the
462(b) Registration Statement on Form S-3 of Armstrong World Industries, Inc. of
our review report dated July 23, 1998, relating to the consolidated balance
sheet of Triangle Pacific Corp. and Subsidiaries as of July 3, 1998, and the
related consoldiated statements of operations, changes in shareholder's
investment, and cash flows for the three-month and six-month periods then ended,
and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas,
October 21, 1998
