8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 9, 2002

AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)

Delaware	1-11415	13-3465896
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:     (732) 980-6000

TABLE OF CONTENTS

EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER

ITEM 9.    REGULATION FD DISCLOSURE

                   On August 9, 2002, Frederic M. Poses, principal executive officer, and G. Peter D’Aloia, principal financial officer, of American Standard Companies Inc. submitted sworn statements to the Securities and Exchange Commission, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) issued June 27, 2002.

                   A copy of the statements are attached as Exhibit 99.1 and Exhibit 99.2.

Limitation on Incorporation by Reference

                   In accordance with general instruction B.2 of Form 8-K, the information in this report and the attached exhibits is furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

ITEM 7.     EXHIBITS

99.1	Statement Under Oath of Principal Executive Officer dated August 9, 2002.
99.2	Statement Under Oath of Principal Financial Officer dated August 9, 2002.

SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN STANDARD COMPANIES INC.
	By:	/s/ RICHARD S. PARADISE
	Name:		Richard S. Paradise
	Title:		Vice President and Controller
DATE: August 9, 2002

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Statement Under Oath of Principal Executive Officer dated August 9, 2002.
99.2	Statement Under Oath of Principal Financial Officer dated August 9, 2002.

EX-99.1 3 y62763exv99w1.htm EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

Exhibit 99.1

Statement under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating
To Exchange Act Filings of
American Standard Companies Inc.

         I, Frederic M. Poses, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of American Standard Companies Inc., and, except as corrected or supplemented in a subsequent covered report:

• No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the American Standard Companies Inc. audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• The Annual Report on Form 10-K for the year ended December 31, 2001 of American Standard Companies Inc.;

• All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of American Standard Companies Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• Any amendments to any of the foregoing.

/s/ Frederic M. Poses Frederic M. Poses August 9, 2002	Subscribed and sworn to before me this 9th day of August, 2002.
	/s/ Mary Jane Mahoney
	Mary Jane Mahoney Notary Public of New Jersey
	My Commission Expires August 8, 2004

EX-99.2 4 y62763exv99w2.htm EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER

Exhibit 99.2

Statement under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating
To Exchange Act Filings of
American Standard Companies Inc.

         I, G. Peter D’Aloia, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of American Standard Companies Inc., and, except as corrected or supplemented in a subsequent covered report:

• No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the American Standard Companies Inc. audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• The Annual Report on Form 10-K for the year ended December 31, 2001 of American Standard Companies Inc.;

• All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of American Standard Companies Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• Any amendments to any of the foregoing.

/s/ G. Peter D’Aloia G. Peter D’Aloia August 9, 2002	Subscribed and sworn to before me this 9th day of August, 2002.
	/s/ Mary Jane Mahoney
	Mary Jane Mahoney Notary Public of New Jersey
	My Commission Expires August 8, 2004

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EX-99.1

EX-99.1: STATEMENT OF PRINCIPAL EXECUTIVE OFFICER

EX-99.2

EX-99.2: STATEMENT OF PRINCIPAL FINANCIAL OFFICER