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As filed with the Securities and Exchange Commission on January 5, 1995
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3465896
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
One Centennial Avenue
P.O. Box 6820
Piscataway, NJ 08855-6820 08855-6820
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock, New York Stock Exchange, Inc.
par value $.01
per share
Common Stock Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
=======================================================
The description of registrant's securities to be registered is
incorporated herein by reference to the registrant's registration statement on
Form S-2, Commission File Number 33-56409, under the captions "Description of
Capital Stock - Common Stock" and "-Stockholder Rights Plan".
Item 2. Exhibits.
The following is a list of all exhibits filed as part of this
registration statement, which exhibits (as indicated below) are
incorporated by reference to annual, quarterly and current reports
filed by the registrant pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, or to the registrant's registration
statement on Form S-2, Commission File No. 33-56409.
Exhibit 1. Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 (filed by
the registrant and herein incorporated by
reference).
Exhibit 2. Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and
September 30, 1994; amended Quarterly Report
on Form 10-Q/A for the quarter ended March
30, 1994 (filed by the registrant and
herein incorporated by reference).
Exhibit 3. Current Report on Form 8-K filed November 10,
1994 (filed by the registrant and herein
incorporated by reference).
Exhibit 4. Form of the Registrant's Restated Certificate
of Incorporation (incorporated by reference
to Exhibit 3(i) to the registrant's
registration statement on Form S-2,
Commission File No. 33-56409).
Exhibit 5. Form of the Registrant's Amended By-Laws
(incorporated by reference to Exhibit 3(ii)
to the registrant's registration statement on
Form S-2, Commission File No. 33-56409).
Exhibit 6. Specimen of Common Stock certificate
(incorporated by reference to Exhibit 4(i) to
the registrant's registration statement on
Form S-2, Commission File No. 33-56409).
Exhibit 7. Form of Rights Agreement, dated as of January
5, 1995, between the Company and Citibank,
N.A., as Rights Agent (incorporated by
reference to Exhibit 4 (xxii) to the
registrant's registration statement on Form
S-2, Commission File No. 33-56409).
Exhibit 8. Amended and Restated Stockholders Agreement,
dated as of December 2, 1994, among the
registrant, Kelso ASI Partners, L.P. and the
Management Stockholders named therein
(incorporated by reference to Exhibit 4(xxi)
to the registrant's registration statement on
Form S-2, Commission File No. 33-56409).
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Reference is further made to Exhibits 4(ii) to 4(xv) to the
registrant's registration statement on Form S-2, Commission File No. 33-56409,
which exhibits consist of debt instruments whose terms (including, without
limitation, provisions which restrict the payment of dividends) may affect the
holders of the Common Stock.
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.
AMERICAN STANDARD COMPANIES INC.
By /s/ Richard A. Kalaher
__________________________
Richard A. Kalaher
Acting General Counsel
and Acting Secretary
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