<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0366390
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 3001 17604
Lancaster, Pennsylvania (Zip Code)
(Address of principal executive offices)
___________________________________
1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
____________________________________
Deborah K. Owen, Esq.
Senior Vice-President, Secretary and General Counsel
2500 Columbia Avenue
Lancaster, Pennsylvania 17603
(717) 396-3586
____________________________________
Copies of communications to:
Vincent C. Deluzio, Esquire
Buchanan Ingersoll Professional Corporation
301 Grant Street, One Oxford Centre, 21st Floor
Pittsburgh, PA 15219-1410
(412) 562-8800
____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To Amount To Be Offering Price Per Aggregate Offering Amount of
Be Registered Registered(1) Share(2) Price(2) Registration Fee(3)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 3,250,000 Shares $56.5625 $183,828,125(c) $51,104.22
value
=========================================================================================================================
</TABLE>
(1) 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.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended
(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 May 17, 1999.
(3) Calculated pursuant to Section 6(b) of the Securities Act.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 (Items 1 and 2) is included in
documents sent or given to participants in the Registrant's 1999 Long-Term
Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed with the Securities and Exchange
Commission (the "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 latest Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (SEC file number 001-02116 and filing date of March 16,
1999).
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by annual report referred to in
(a) above.
(c) The description of the Company's capital stock under the caption
"Description of Capital Stock" in the Company's Prospectus dated March 16,
1999, which is part of the Company's Registration Statement on Form S-3
(No. 333-74501) together with any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company 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.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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.
<PAGE>
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.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- --------------- ----------------------------------- ----------------------------------------
<S> <C> <C>
4.1 1999 Long-Term Incentive Plan. Incorporated by reference from Exhibit
A to the Company's definitive proxy
statement filed on March 16, 1999 (File
No. 001-02116) for the Annual Meeting
of Shareholders held on April 26, 1999.
5.1 Opinion of Buchanan Ingersoll Filed herewith
Professional Corporation regarding
legality of the securities being
registered.
15.1 Letter regarding unaudited interim Filed herewith
financial information.
23.1 Consent of Buchanan Ingersoll See Exhibit 5.1 hereof
Professional Corporation.
23.2 Consent of Independent Auditors. Filed herewith
24.1 Form of Power of Attorney. Filed herewith
</TABLE>
<PAGE>
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities
Act;
(2) 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
(3) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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,
<PAGE>
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.
<PAGE>
SIGNATURES
-----------
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 ___ day of May, 1999.
ARMSTRONG WORLD INDUSTRIES, INC.
Dated: May 21, 1999 By: /s/ Frank A. Riddick, III
--------------------------------------
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.
Dated: May 21, 1999 By: /s/ George A. Lorch
--------------------------------------
George A. Lorch
Chairman of the Board and
Chief Executive Officer
Dated: May 21, 1999 By: /s/ Frank A. Riddick, III
--------------------------------------
Frank A. Riddick, III
Senior Vice-President, Finance and
Chief Financial Officer
(Principal Financial Officer)
Dated: May 21, 1999 By: /s/ Edward R. Case
--------------------------------------
Edward R. Case
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
Dated: May 21, 1999 By: /s/ H. Jesse Arnelle
--------------------------------------
H. Jesse Arnelle
Director
Dated: May 21, 1999 By: /s/ Van C. Campbell
--------------------------------------
Van C. Campbell
Director
Dated: May ___, 1999 By:
--------------------------------------
Donald C. Clark
Director
Dated: May 21, 1999 By: /s/ David W. Raisbeck
--------------------------------------
David W. Raisbeck
Director
Dated: May 21, 1999 By: /s/ John A. Krol
--------------------------------------
John A. Krol
Director
Dated: May 21, 1999 By: /s/ David M. LeVan
--------------------------------------
David M. LeVan
Director
Dated: May 21, 1999 By: /s/ James E. Marley
--------------------------------------
James E. Marley
Director
Dated: May ___, 1999 By:
--------------------------------------
Judith R. Haberkorn
Director
Dated: May 21, 1999 By: /s/ Jerre L. Stead
--------------------------------------
Jerre L. Stead
Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
<S> <C> <C>
4.1 1999 Long-Term Incentive Plan. Incorporated by reference
from Exhibit A to the
Company's definitive proxy
statement filed on March
16, 1999 (File No.
001-02116) for the Annual
Meeting of Shareholders
held on April 26, 1999.
5.1 Opinion of Buchanan Ingersoll Professional Filed herewith
Corporation.
15.1 Letter regarding unaudited interim financial Filed herewith
information.
23.1 Consent of Buchanan Ingersoll Professional See Exhibit 5.1 hereof
Corporation.
23.2 Consent of Independent Auditors. Filed herewith
24.1 Form of Power of Attorney. Filed herewith
</TABLE>
<PAGE>
Exhibit No. 5.1
May 21, 1999
Board of Directors
Armstrong World Industries, Inc.
P.O. Box 3001
Lancaster, Pennsylvania 17604
Ladies and Gentlemen:
We have acted as counsel to Armstrong World Industries, Inc., a
Pennsylvania corporation (the "Company"), in connection with the proposed
issuance by the Company of up to 3,250,000 shares of the Company's Common Stock,
par value $1.00 per share (the "Common Stock"), pursuant to the terms of the
1999 Long-Term Incentive Plan (the "Plan").
In connection with such proposed issuance, we have examined the Articles of
Incorporation of the Company, as amended, the Bylaws of the Company, as amended,
the relevant corporate proceedings of the Company, the Registration Statement on
Form S-8 covering the issuance of such shares, and such other documents,
records, certificates of public officials, statutes and decisions as we consider
necessary to express the opinions contained herein. In the examination of such
documents, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
those original documents of all documents submitted to us as certified or
photostatic copies.
Based upon the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common Stock will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Stephen W. Johnson
-------------------------
Stephen W. Johnson
<PAGE>
Exhibit 15.1
Armstrong World Industries, Inc.
Lancaster, Pennsylvania
RE: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
With respect to the subject Registration Statement, we acknowledge our
awareness of the incorporation by reference therein of our report dated May 10,
1999, related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, 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.
KPMG LLP
Philadelphia, Pennsylvania
May 14, 1999
<PAGE>
Exhibit No. 23.2
Consent of Independent Auditors
The Board of Directors
Armstrong World Industries, Inc.:
We consent to the use of our report dated February 2, 1999, relating to the
consolidated financial statements of Armstrong World Industries, Inc. and
subsidiaries as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, and the related financial statement
schedule, which report appears in the December 31, 1998 annual report on Form
10-K of Armstrong World Industries, Inc., incorporated herein by reference.
Philadelphia, Pennsylvania
May 14, 1999
<PAGE>
Exhibit No. 24.1
FORM OF
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of Armstrong World Industries, Inc. (the "Company") hereby constitutes and
appoints George A. Lorch, Frank A. Riddick and Deborah K. Owen, and each of
them, the undersigned's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution in each, for the undersigned in his or
her name, place and stead, in any and all capacities (including the
undersigned's capacity as a director and/or officer of the Company), granting
unto said attorneys in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing and to execute any and
all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable or which may be required to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of Company Common
Stock (the "Securities") and the offering thereof in connection with the 1999
Long-Term Incentive Plan, as fully to all intents and purposes as the
undersigned might or could do in person, including specifically, but without
limiting the generality of the foregoing, the power and authority to sign the
name of the undersigned in the capacity of director and/or officer of the
Company to any registration statement to be filed with the Securities and
Exchange Commission in respect of said Securities, to any and all amendments and
supplements to any such registration statements, including post-effective
amendments thereto, and to any instruments or documents filed as part of or in
connection with any such registration statements or amendments or supplements
thereto, and to file such documents with the Securities and Exchange Commission;
and to do any and all acts and things and to execute any and all instruments
that said attorneys and agents and each of them may deem necessary or desirable
to enable the Company to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder, including specifically, but without limiting the generality of
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said Company with the Securities and Exchange
Commission; and the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
date set forth opposite his or her name below.
Date: May __, 1999
-----------------------------------
