-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ADJPSOuOpCfzD6cg+C61Pwn0UrSdi4aOi7A4CkcH8a2pW2PzcJioHNlijV7791G1 iSg7oWAWAxN8HXlR9M3fdw== 0000950132-96-000450.txt : 19960730 0000950132-96-000450.hdr.sgml : 19960730 ACCESSION NUMBER: 0000950132-96-000450 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960729 EFFECTIVENESS DATE: 19960729 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-29768 FILM NUMBER: 96600281 BUSINESS ADDRESS: STREET 1: P O BOX 3001 STREET 2: 313 W LIBERTY ST CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: P.O. BOX 3001 CITY: LANCASTER STATE: PA ZIP: 17604 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 S-8 POS 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on July 29, 1996 Registration No.: 33-29768 33-18996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENTS Under THE SECURITIES ACT OF 1933 ARMSTRONG WORLD INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-0366390 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 313 West Liberty Street Lancaster, Pennsylvania 17603 (Address of Principal Executive Offices) Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan (Full Title of Plan) L.A. Pulkrabek, Esquire Senior Vice-President, Secretary and General Counsel 313 West Liberty Street Lancaster, Pennsylvania 17603 (Name and address of agent for service) (717) 397-0611 (Telephone number, including area code, of agent for service) Copies of Communications to: Vincent C. Deluzio Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 21st Floor Pittsburgh, Pennsylvania 15219-1410 This Post-Effective Amendment to the Registration Statements on Form S-8 (No. 33-29768 and No. 33-18996) as filed by Armstrong World Industries, Inc. (the "Company") effects the merger of the Company's Retirement Savings Plan for Salaried Employees and the Company's Employee Stock Ownership Plan into a new plan, the Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan. The Common Stock offered to participants in the Retirement Savings and Stock Ownership Plan has been previously registered pursuant to the registration statements identified above. The Company is not registering any additional shares of Company common stock hereby but rather is filing this post- effective registration statement to reflect a material change to the above- mentioned registration statements. The common stock registered pursuant to the above identified registration statements and offered by the Company's Retirement Savings and Stock Ownership Plan includes Preferred Stock Purchase Rights (the "Rights"). Prior to the occurrence of certain events, such Rights will not be exercisable or evidenced separately from the common stock. Pursuant to Rule 412(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Finally, the Series A ESOP Convertible Preferred Stock still outstanding registered on 33-29768 is expected to be converted into Common Stock by the ESOP trustee. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) and (b)(2). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ------------------------------------------------ Armstrong World Industries, Inc., a Pennsylvania corporation (the"Company"), hereby incorporates by reference into this Registration Statement the following reports: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1996; (iii) the Company's Current Report on Form 8-K for the period ended December 29, 1995; (iv) the Company's Current Report on Form 8-K/A for the period ended December 29, 1995; (v) the Company's Current Report on Form 8-K for the period May 10, 1996; (vi) the Annual Report of the Retirement Savings Plan for Hourly Employees on Form 11-K for the fiscal year ended September 30, 1995 previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (vii) the Annual Report of the Retirement Savings Plan for Salaried Employees on Form 11-K for the fiscal year ended September 30, 1995 previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; and (viii) the Annual Report of the Employee Stock Ownership Plan on Form 11-K for the fiscal year ended September 30, 1995 previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ix) the description of the Company's capital stock contained in the Company's Current Report on Form 8-K for the period July 26, 1996, and any amendments or reports filed for the purpose of updating such description. The Company also incorporates herein by reference, from the date of filing of such documents, all documents subsequently filed by it pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. ITEM 4. DESCRIPTION OF SECURITIES. -------------------------- Not applicable. 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 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. The By-laws of Armstrong also provide pursuant to Section 1713 of the PBCL that a director of Armstrong 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 1988 BCL (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 Armstrong 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. Armstrong 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 of 1933. 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.
Exhibit No. Description ----------- ----------- 4.1............ Articles of Incorporation, as amended, previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, file no. 1-02116, filed with the Commission on March 28, 1996 4.2............ By-laws, as amended, previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, file no. 1-02116, filed with the Commission on March 28, 1996 4.3............ Rights Agreement between the Company and Chemical Mellon Shareholder Services, effective March 21, 1996, previously filed as an exhibit to Form 8-A/A, file no. 1-02116, filed with the Commission on March 15, 1996. 4.4............ The Company and its subsidiaries have in effect various instruments with respect to long-term debt none of which individually amounts to 10% of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request. 15............. Letter regarding unaudited interim financial information from KPMG Peat Marwick LLP 23.1........... Consent of KPMG Peat Marwick L.L.P. 23.2........... Consent of Ernst & Young L.L.P. 24............. Powers of Attorney
The registrant has submitted the amended plan to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the plan under Section 401 of the Internal Revenue Code of 1986, as amended. 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 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. (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) 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 Securities Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities 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. (c) 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 provisions described in Item 6 of this Registration Statement, 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. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 July 15, 1996. ARMSTRONG WORLD INDUSTRIES, INC. 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. George A. Lorch Chairman of the Board and President (Principal Executive Officer) Frank A. Riddick, III Senior Vice-President, Finance and Chief Financial Officer (Principal Financial Officer) Bruce A. Leech, Jr. Controller (Principal Accounting Officer) H. Jesse Arnelle Director Van C. Campbell Director /s/ Frank A. Riddick, III ------------------------- Frank A. Riddick, III Donald C. Clark Director Attorney-in-Fact and on his own behalf E. Allen Deaver Director Ursala F. Fairbairn Director James E. Marley Director J. Phillip Samper Director Jerre L. Stead Director
Pursuant to the requirements of the Securities Act of 1933, the Plan 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 July 10, 1996. ARMSTRONG WORLD INDUSTRIES, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN By: /s/ E. Allen Deaver -------------------------------- E. Allen Deaver Chairman, Retirement Committee EX-15 2 LETTER ON UNAUDITED INTERM FINANCIAL STATEMENTS Armstrong World Industries, Inc. Lancaster, Pennsylvania Gentlemen: With respect to the Post Effective Amendment to the Registration Statement filed on Form S-8, we acknowledge our awareness of the incorporation by reference therein of our report dated May 6, 1996, related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act, 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. Very truly yours, /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Philadelphia, Pennsylvania July 26, 1996 EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 Consent of Independent Auditors ------------------------------- We consent to the incorporation by reference in the Post-Effective Amendment to the Registration Statement on Form S-8 pertaining to the Armstrong World Industries, Inc. of (I) our report dated February 26, 1996, relating to the statements of net assets available for plan benefits of the Armstrong World Industries, Inc. Employee Stock Ownership Plan as of September 30, 1995 and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended September 30, 1995; (II) our report dated February 26, 1996 relating to the statements of net assets available for plan benefits of the Retirement Savings Plan for Salaried Employees of Armstrong World Industries, Inc. as of September 30, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended September 30, 1995; and (III) our report dated February 26, 1996 relating to the consolidated balance sheet of Armstrong World Industries, Inc. and its subsidiaries as of December 31, 1995 and 1994 and the related consolidated statements of earnings, cash flows and shareholders' equity and related supplementary information on depreciation rates and schedule for each of the years in the three-year period ended December 31, 1995, which appears in the December 31, 1995 annual report on Form 10-K of Armstrong World Industries, Inc. and for each of the years in the three year period then ended. KPMG Peat Marwick LLP Philadelphia, Pennsylvania July 26, 1996 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 Consent of Independent Auditors ------------------------------- We consent to the incorporation by reference in the Post-Effective Amendment to the Registration Statement on Form S-8 pertaining to the Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan of our report dated February 21, 1995, with respect to the consolidated financial statements and schedule of Dal-Tile International, Inc. included in the Current Report on Form 8-K/A of Armstrong World Industries, Inc. Ernst & Young, LLP Dallas, Texas July 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----