<PAGE> 1
Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3465896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CENTENNIAL AVENUE
P.O. BOX 6820
PISCATAWAY, NEW JERSEY 08855-6820
(Address of Principal Executive Offices
including Zip Code)
AMERICAN STANDARD COMPANIES INC.
STOCK INCENTIVE PLAN
(Full title of the Plan)
RICHARD A. KALAHER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ONE CENTENNIAL AVENUE
P.O. BOX 6820
PISCATAWAY, NEW JERSEY 08855-6820
(908) 980-6000
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price offering registration
be registered registered(1) per share(2) price(2) fee
- ------------- ------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 7,604,475 $29.6875 $225,757,851.56 $77,848
par value
$.01 per share
</TABLE>
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(1) Consists of shares of Common Stock and an equal number of tandem
Rights to be issued under the American Standard Companies Inc. Stock
Incentive Plan (the "Plan"). Such undeterminable number of additional
shares as may be issuable pursuant to the operation of the
recapitalization provisions of the Plan are hereby also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon the average of the high and low sale
prices of the Registrant's Common Stock as reported on the New York
Stock Exchange on September 27, 1995.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Securities Act of 1933 ("Securities Act") and the
regulations promulgated thereunder, the document or documents containing the
information specified in Part I of Form S-8 are not required to be filed with
the Securities and Exchange Commission as part of this Form S-8 Registration
Statement and, therefore, are not set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by American Standard Companies Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Company's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to
section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report
referred to in (a) above; and
(c) The description of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), contained
in a registration statement filed under the Exchange
Act, and any amendment or report filed for the
purpose of updating such description.
<PAGE> 4
(d) The description of the Company's preferred share
purchase rights (the "Rights") contained in a report
filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act and any amendment or report filed
to update such description.
All documents subsequently filed by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he
reasonably believed to be
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in, or not opposed to, the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
In accordance with the Delaware Law, the Restated Certificate
of Incorporation of the Company contains a provision to limit the personal
liability of the directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Company or its respective
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.
Subsection (b) of Article EIGHTH of the Company's Restated
Certificate of Incorporation provides for indemnification of directors and
officers, in pertinent part, as follows:
"(b) The Corporation shall indemnify, to the fullest extent
now or hereafter permitted by the General Corporation Law of the State
of Delaware, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed
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action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or has
agreed to become a Director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation
as a Director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged
to be taken or omitted in such capacity, and may to the same extent
indemnify any person who was or is a party or is threatened to be made
a party to such an action, suit or proceeding by reason of the fact
that he or she is or was or has agreed to become an employee or agent
of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with such action, suit or
proceeding or any appeal therefrom."
Article VI of the Amended By-laws of the Company provides for
indemnification of directors and officers as follows:
"Section 6.1. Nature of Indemnity. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was or has agreed to become a Director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another
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corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct
was unlawful; except that in the case of an action or suit by or in the right
of the Corporation to procure a judgment in its favor (1) such indemnification
shall be limited to expenses (including attorneys' fees) actually and
reasonably incurred by such person in the defense or settlement of such action
or suit, and (2) no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper."
"The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful."
"Section 6.2. Successful Defense. To the extent that a
Director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Section 6.1 hereof or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses
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(including attorneys' fees) actually and reasonably incurred by him in
connection therewith."
"Section 6.3. Determination that Indemnification is Proper.
Any indemnification of a Director or officer of the Corporation under Section
6.1 hereof (unless ordered by a court) shall be made by the Corporation unless
a determination is made that indemnification of the Director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.1 hereof. Any indemnification of any employee
or agent of the Corporation under Section 6.1 hereof (unless ordered by a
court) may be made by the Corporation upon a determination that indemnification
of the employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 6.1 hereof. Any such
determination shall be made (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such Directors, or if such Directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders."
"Section 6.4. Advance Payment of Expenses. Expenses
(including attorneys' fees) incurred by a Director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the Director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate. The Board of Directors may
authorize the Corporation's counsel to represent such Director, officer,
employee or agent in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding."
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"Section 6.7. Insurance. The Corporation shall purchase and
maintain insurance on behalf of any person who is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article, provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with
this Registration Statement, is set forth immediately following the signature
page to this Registration Statement.
Item 9. Undertakings
(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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act"), unless the information is contained in
periodic reports filed by the Registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration
statement, unless the information is contained in periodic
reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the 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) Subsequent Exchange Act Documents. 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
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securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Indemnification. 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 foregoing
provisions, 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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SIGNATURES
The Registrant. 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-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Piscataway, State of New
Jersey on the 27th day of September, 1995.
AMERICAN STANDARD COMPANIES INC.
By: /s/ Emmanuel A. Kampouris
--------------------------
Emmanuel A. Kampouris
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in their
stated capacities on September 27, 1995.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Emmanuel A. Kampouris Chairman, President and Chief
---------------------------- Executive Officer, Director;
Emmanuel A Kampouris Principal Executive Officer
</TABLE>
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<TABLE>
<S> <C>
/s/ Fred A. Allardyce Vice President and Chief
------------------------------ Financial Officer; Principal
Fred A. Allardyce Financial Officer
/s/ G. Ronald Simon Vice President and Controller;
---------------------------- Principal Accounting Officer
G. Ronald Simon
* Director
----------------------------
Steven E. Anderson
* Director
----------------------------
Horst Hinrichs
* Director
----------------------------
George H. Kerckhove
* Director
----------------------------
Shigeru Mizushima
* Director
-----------------------------
Frank T. Nickell
* Director
----------------------------
Roger W. Parsons
* Director
----------------------------
J. Danforth Quayle
* Director
----------------------------
David M. Roderick
* Director
----------------------------
John Rutledge
* Director
----------------------------
Joseph S. Schuchert
</TABLE>
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* By:/s/ Richard A. Kalaher
-----------------------
Richard A. Kalaher
Attorney-in-Fact
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ---------- ----------------------------
<S> <C>
4(i) Form of Common Stock Certificate; previously filed as Exhibit
4(i) in Amendment No. 3 to Registration Statement No. 33-56409
of the Company under the Securities Act of 1933, as amended,
filed January 31, 1995, and herein incorporated by reference.
4(ii) Indenture, dated as of November 1, 1986, between American Standard
Inc. and Manufacturers Hanover Trust Company, Trustee, including
the form of 9 1/4% Sinking Fund Debenture Due 2016 issued pursuant
thereto on December 9, 1986, in the aggregate principal amount
of $150,000,000; previously filed as Exhibit (4)(iii) by American
Standard Inc. in its Form 10-K for the fiscal year ended December
31, 1986, and herein incorporated by reference.
4(iii) Instrument of Resignation, Appointment and Acceptance, dated as of
September 25, 1988 among American Standard Inc., Manufacturers
Hanover Trust Company (the "Resigning Trustee") and Wilmington Trust
Company (the "Successor Trustee"), relating to resignation of
the Resigning Trustee and appointment of the Successor Trustee,
under the Indenture described in (4)(ii) above; previously filed
as Exhibit (4)(ii) in Registration Statement No. 33-64450 of
American Standard Inc. under the Securities Act of 1933, as amended,
and herein incorporated by reference.
4(iv) Indenture dated as of May 15, 1992, between American Standard Inc. and
First Trust National Association, Trustee, relating to American
Standard Inc.'s 10 7/8% Senior Notes due 1999, in the aggregate
principal amount of $150,000,000; previously filed as Exhibit
(4)(i) by American Standard Inc. in its Form
</TABLE>
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<TABLE>
<S> <C>
10-Q for the quarter ended June 30, 1992, and herein incorporated
by reference.
4(v) Form of 10 7/8% Senior Notes due 1999 included as Exhibit A to
the Indenture described in (4)(iv) above.
4(vi) Indenture dated as of May 15, 1992, between American Standard Inc.
and First Trust National Association, Trustee, relating to American
Standard Inc.'s 11 3/8% Senior Debentures due 2004, in the aggregate
principal amount of $250,000,000; previously filed as Exhibit (4)(iii)
by American Standard Inc. in its Form 10-Q for the quarter ended
June 30, 1992, and herein incorporated by reference.
4(vii) Form of 11 3/8% Senior Debentures due 2004 as Exhibit A to the Indenture
described in (4)(vi) above.
4(viii) Form of Indenture, dated as of June 1, 1993, between American
Standard Inc. and United States Trust Company of New York, as Trustee,
relating to American Standard Inc.'s 9 7/8% Senior Subordinated Notes
Due 2001; previously filed as Exhibit (4)(xxxi) in Amendment No.
1 to Registration Statement No. 33-61130 of American Standard Inc.
under the Securities Act of 1933, as amended, and herein incorporated
by reference.
4(ix) Form of Note evidencing the 9 7/8% Senior Subordinated Notes Due
2001 included as Exhibit A to the Form of Indenture referred to
in (4)(viii) above.
4(x) Form of Indenture, dated as of June 1, 1993, between American
Standard Inc. and United States Trust Company of New York, as
Trustee, relating to American Standard Inc.'s 10 1/2% Senior
Subordinated Discount Debentures Due 2005; previously filed as
Exhibit (4)(xxxiii) in Amendment No. 1 to Registration Statement
</TABLE>
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<TABLE>
<S> <C>
No. 33-61130 of American Standard Inc. under the Securities Act of
1933, as amended, and herein incorporated by reference.
4(xi) Form of Debenture evidencing the 10 1/2% Senior Subordinated Discount
Debentures Due 2005 included as Exhibit A to the Form of Indenture
referred to in 4(x) above.
4(xii) Assignment and Amendment Agreement dated as of February 9, 1995, among
the Company, American Standard Inc., certain subsidiaries of American
Standard Inc., and the financial institutions listed in Schedule I thereto
(the Original Lenders); the financial institutions listed in Schedule
II thereto (the Continuing Lenders), including Chemical Bank as Administrative
Agent for the Original Lenders and Continuing Lenders and as
Collateral Agent for the Original Lenders and Continuing Lenders;
previously filed as Exhibit (4)(xvi) by the Company in its Form
10-K for the fiscal year ended December 31, 1994, and herein
incorporated by reference.
4(xiii) Amended and Restated Credit Agreement, dated as of February 9, 1995,
among the Company, American Standard Inc., certain subsidiaries of
American Standard Inc., and the lending institutions listed therein, Chemical
Bank, as Administrative Agent; Citibank, N.A. and NationsBanks, N.A.
(Carolinas), as Senior Managing Agents; Bank of America Illinois, The
Bank of Nova Scotia, Bankers Trust Company, The Chase Manhattan Bank,
N.A., Compagnie Financiere de CIC et de L'Union Europeenne, Credit Suisse,
Deutsche Bank AG, The Industrial Bank of Japan Trust Company, The Long-Term
Credit Bank of Japan, Limited and The Sumitomo Bank, Ltd., as Managing
Agents; and The Bank of New York, Canadian Imperial Bank of Commerce,
The Fuji Bank, Limited and The Sanwa Bank Limited, as Co-Agents,
with exhibits but without schedules; previously filed as Exhibit (4)(xvii)
by the Company in
</TABLE>
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<TABLE>
<S> <C>
its Form 10-K for the fiscal year ended December 31, 1994 (Schedules
I, II, and III previously filed by the Company in its Form 10-Q for
the quarter ended March 31, 1995), and herein incorporated by reference.
4(xiv) Credit Documents Amendment Agreement dated as of February 9, 1995,
among the Company, American Standard Inc., certain domestic and foreign
subsidiaries of the American Standard Inc. and Chemical Bank, as Administrative
Agent and as Collateral Agent for the Lenders under the Amended and
Restated Credit Agreement dated as of February 9, 1995, described in
Exhibit (4)(xiii) above; previously filed as Exhibit (4)(xviii) by the
Company in its Form 10-K for the fiscal year ended December 31, 1994,
and herein incorporated by reference.
4(xv) First Amendment, dated as of March 15, 1995, to the Amended and Restated
Credit Agreement referred to in 4(xiii) above; previously filed as
Exhibit 4(vi) by the Company in its Form 10-Q for the quarter ended
March 31, 1995, and herein incorporated by reference.
4(xvi) Amended and Restated Stockholders Agreement, dated as of December 2,
1994, among the Company, Kelso ASI Partners, L.P., and the Management
Stockholders named therein; previously filed as Exhibit (4)(xxi)
in Amendment No. 1 to Registration Statement No. 33-56409 of the
Company under the Securities Act of 1933, as amended, and herein
incorporated by reference.
4(xvii) Rights Agreement, dated as of January 5, 1995 between the Company
and Citibank, N.A. as Rights Agent; previously filed as Exhibit (4)(xxv)
by the Company in its Form 10-K for the fiscal year ended December 31,
1994, and herein incorporated by reference.
</TABLE>
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<TABLE>
<S> <C>
5 Opinion of Richard A. Kalaher, Esq. regarding the legality of the
securities being issued.
23(i) Consent of Ernst & Young LLP.
23(ii) Consent of Richard A. Kalaher, Esq. (included in the Opinion filed
as Exhibit 5).
24 Powers of Attorney.
99 American Standard Companies Inc. Stock Incentive Plan; previously filed
as Exhibit (10)(xx) in Amendment No. 3 to Registration No. 33-56409
of the Company under the Securities Act of 1934, as amended, filed January
5, 1995 and herein incorporated by reference.
</TABLE>
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Exhibit 5
American Standard Companies Inc.
Richard A. Kalaher
Vice President, General Counsel
and Secretary
American Standard Companies Inc.
One Centennial Avenue
Piscataway, New Jersey 08855-6420
September 27, 1995
American Standard Companies Inc.
One Centennial Avenue
Piscataway, New Jersey 08855-6420
Gentlemen:
You have asked me, as General Counsel of American Standard
Companies Inc.(the "Company"), to render my opinion regarding certain matters
in connection with a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering 7,604,475
shares ("Shares") of the Common Stock, par value $0.01 per share, of the
Company issuable pursuant to the Company's Stock Incentive Plan (the "Plan").
I have examined, or caused to be examined, the Restated
Certificate of Incorporation and Amended By-laws of the Company, as amended to
date, the records of its corporate proceedings, the Plan, the Registration
Statement and such other documents as I have deemed necessary in connection
with the opinion hereinafter expressed.
Based on the foregoing, I am of the opinion that the Shares,
when issued, will be validly issued and outstanding, fully-paid and
nonassessable shares of the Company's Common Stock.
<PAGE> 2
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/RICHARD A. KALAHER
<PAGE> 1
Exhibit 23(i)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm in the Registration Statement on Form
S-8 pertaining to the American Standard Companies Inc. Stock Incentive Plan
and to the incorporation by reference therein of our reports dated February 16,
1995, with respect to the consolidated financial statements of American
Standard Companies Inc. incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1994 and the related financial statement
schedules included therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
September 27, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director of American Standard Companies
Inc. (formerly named ASI Holding Corporation), a Delaware corporation (the
"Corporation"), does hereby constitute and appoint Richard A. Kalaher,
Frederick W. Jaqua and Frederick C. Paine, and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution, to
execute and deliver in his name and on his behalf:
a. One or more Registration Statements of the Corporation on
Form S-8 to be filed with the Securities and Exchange Commission (the "SEC")
for the purpose of registering under the Securities Act of 1933, as amended
(the "Securities Act"), shares of the Corporation's Common Stock, par value
$.01 per share (and associated Common Stock Rights) (the "Shares"), to be
offered for sale pursuant to the American Standard Companies Inc. Stock
Incentive Plan; and
b. Any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statement or
Statements;
and any and all other documents and instruments in connection with the offering
and sale of the Shares which such attorneys-in-fact and agents, or any one of
them, deem necessary or advisable to enable the Corporation to comply with (a)
the Securities Act and the other federal securities laws of the United States
of America (including, without limitation, the Securities Exchange Act of 1934)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (b) the securities or Blue Sky laws of any state or other
governmental subdivision of the United States of America, (c) the rules and
regulations of the New York Stock Exchange or any other national or foreign
securities exchange or authorized interdealer quotation system, (d) the
requirements of the National Association of Securities Dealers, Inc. and (e)
the securities laws of any foreign jurisdiction, including, without limitation,
Canada; and the undersigned does hereby ratify and confirm as his own acts and
deeds all that such attorneys-in-fact and agents, and each of them, shall do or
cause to be done by virtue hereof.
Each one of such attorneys-in-fact and agents shall have, and may exercise, all
of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 19th day of September, 1995.
/s/ EMMANUEL A. KAMPOURIS /s/ J. DANFORTH QUAYLE
/s/ GEORGE H. KERCKHOVE /s/ DAVID M. RODERICK
/s/ HORST HINRICHS /s/ JOHN RUTLEDGE
/s/ STEVEN E. ANDERSON /s/ JOSEPH S. SCHUCHERT
/s/ SHIGERU MIZUSHIMA
/s/ FRANK T. NICKELL
/s/ ROGER W. PARSONS
