SEC no-action letter: Armstrong World Industries, Inc. - Trustee Conflict of Interest Exemption

Home | Previous Page

(File No. 22-28616)

Application and Opportunity for Hearing: Armstrong World Industries, Inc.

July 16, 2002

The Securities and Exchange Commission gives notice that Armstrong World Industries, Inc. has filed an application under Section 310(b)(1)(ii) of the Trust Indenture Act of 1939. Armstrong asks the Commission to find that the trusteeship of Wells Fargo Bank Minnesota, National Association as successor trustee under:

an indenture dated August 6, 1996, between Armstrong and The Chase Manhattan Bank, a predecessor trustee, with respect to 6.35% Senior Notes due 2003, 6-1/2% Senior Notes due 2005 and 7.45% Senior Quarterly Interest Bonds due 2038, and

an indenture dated December 23, 1998 between Armstrong and Bank One Trust Company, N.A., a successor trustee, with respect to 7.45% Senior Notes due 2029,

is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under both of those indentures. Section 310(b) of the 1939 Act provides, in part, that if a trustee under an indenture qualified under the Act has or acquires any conflicting interest described in that section, the trustee must, within ninety days after ascertaining that it has a conflicting interest, either eliminate the conflicting interest or resign. Section 310(b)(1) provides, with stated exceptions, that a trustee shall be deemed to have a conflicting interest if the trustee is also a trustee under another indenture under which any other securities of the same obligor are outstanding. However, under Section 310(b)(1)(ii), specified situations are exempt from the deemed conflict of interest under Section 310(b)(1). Section 310(b)(1)(ii) provides, in part, that an indenture to be qualified shall be deemed exempt from Section 310(b)(1) if:

the issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under the indenture . . . is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify such trustee from acting as such under one of such indentures . . . . Section 310(b)(1)(ii) (emphasis added).

Under this provision, Wells Fargo's trusteeship under the indentures may be excluded from the operation of Section 310(b)(1) if Armstrong sustains the burden of proving, on application to the Commission, that a material conflict of interest is not so likely as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under either of the indentures.

In its application, Armstrong alleges that:

Armstrong issued the 1996 notes and the 1998 notes in registered public offerings in the United States (Registration Statement Nos. 333-6333 and 333-74501), and Armstrong qualified the indentures under the 1939 Act. The securities outstanding under the indentures rank pari passu with each other and are wholly unsecured. However, neither indenture references the other indenture.

As a result of an Instrument of Resignation, Appointment and Acceptance, dated December 1, 2000, Wells Fargo succeeded Chase as trustee under the 1996 indenture. Under an Instrument of Resignation, Appointment and Acceptance, dated November 12, 2001, Wells Fargo will succeed Bank One as trustee under the 1998 indenture if the Commission grants Armstrong's application.

As of the date of Armstrong's application, Armstrong is in default under the indentures due to its filing of a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code on December 6, 2000. The commencement of a voluntary case under the U.S. Bankruptcy Code constituted an event of default under Section 5.1(6) of the 1996 indenture and Section 501(5) of the 1998 indenture. Thus, Armstrong is in default under both of the indentures.

Had the 1998 indenture contained a specific description of the 1996 indenture, no conflict of interest would be deemed to exist under Section 310(b)(1)(i) of the 1939 Act, and the application would not be required. Section 310(b)(1)(i) exempts an indenture from the provisions of Section 310(b) "if the indenture to be qualified and any such other indenture or indentures . . . are wholly unsecured and rank equally, and such other indenture or indentures . . . are specifically described in the indenture to be qualified or are thereafter qualified." The Section 310(b)(i) issue arises only because the 1998 indenture does not refer to the 1996 indenture. Armstrong asserts that this technical omission does not create a risk of material conflict between the two indentures where none otherwise exists.

Armstrong asserts that because the securities outstanding under the two indentures rank equally with one another in right of payment and are wholly unsecured, it is highly unlikely that Wells Fargo would ever be subject to a conflict of interest with respect to issues relating to the priority of payment. Wells Fargo would neither be in a position, nor required by the terms of either indenture, to assert that securities outstanding under one indenture are entitled to payment prior to payment of claims under the other indenture.

Further, the indentures contain almost identical default and remedy provisions. See Section 5 of the 1996 indenture and ARTICLE FIVE of the 1998 indenture. Armstrong asserts that it is highly unlikely as a practical matter that Wells Fargo will find itself in a position of proceeding against Armstrong for a default under one indenture but not under the other indenture.

Armstrong asserts that it is in the best interest of Armstrong and the holders of the securities under the indentures that Wells Fargo serves simultaneously as trustee under both indentures. Bank One will be required to resign as trustee under the 1998 indenture because of Bank One's concurrent status as a creditor of Armstrong. Wells Fargo is not, except as indenture trustee, a creditor of Armstrong and has no business relationship with Armstrong other than under the 1996 indenture. Wells Fargo's trusteeship also will allow Armstrong to avoid the significant duplicative costs associated with having two separate trustees and their respective separate professionals.

Apart from granting relief under Section 310(b)(1)(ii) of the 1939 Act, the Commission may invoke its power to exempt Wells Fargo under Section 304(d). On application by any interested person, Section 304(d) empowers the Commission to "exempt conditionally or unconditionally any person, registration statement, indenture, security or transaction . . . from any one or more of the provisions of [the 1939 Act], if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by [the 1939 Act]." Section 304(d) (emphasis added).

Armstrong has waived notice of a hearing and all rights to specify procedures under the Rules of Practice of the Commission in connection with this matter. Any interested persons should look to the application for a more detailed statement of the asserted matters of fact and law. The application is on file in the Commission's Public Reference Section, File No. 22-28616, 450 Fifth Street, NW, Washington, DC, 20549.

The Commission also gives notice that any interested persons may request in writing that a hearing be held on this matter. Interested persons must submit those requests to the Commission no later than August 12, 2002. Interested persons must include the following in their request for a hearing on this matter:

the nature of that person's interest;

the reasons for the request; and

the issues of law or fact raised by the application that the interested person desires to refute or request a hearing on.

The interested person should address this request for a hearing to: Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC, 20549-0609. At any time after August 12, 2002, the Commission may issue an order granting the application, unless the Commission orders a hearing.

For the Commission, by the Division of Corporation Finance, pursuant to delegated authority.

Margaret H. McFarland Deputy Secretary

(File No. 22-28616)

Order Granting Application: Armstrong World Industries, Inc.

August 20, 2002

Armstrong World Industries, Inc. has filed an application under Section 310(b)(1)(ii) of the Trust Indenture Act of 1939. In that application, Armstrong has asked the Commission to find that the trusteeship of Wells Fargo Bank Minnesota, National Association as successor trustee under:

an indenture dated August 6, 1996, between Armstrong and The Chase Manhattan Bank, a predecessor trustee, with respect to 6.35% Senior Notes due 2003, 6-1/2% Senior Notes due 2005 and 7.45% Senior Quarterly Interest Bonds due 2038, and

an indenture dated December 23, 1998 between Armstrong and Bank One Trust Company, N.A., a successor trustee, with respect to 7.45% Senior Notes due 2029,

is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under both of those indentures.

A description of the indentures and the basis for the request is more fully set forth in the application from Armstrong dated June 6, 2002. That application is on file in the Commission's Public Reference Section, File No. 22-28616, 450 Fifth Street, NW, Washington, DC 20549.

It appears to the Commission, upon consideration of the application, that the trusteeship of Wells Fargo under the two indentures described above is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under both of those indentures.

• Armstrong has waived notice of a hearing on this matter and the Commission issued a notice on July 16, 2002 giving interested persons until August 12, 2002 to request a hearing on the application. As of August 20, 2002, there have been no requests for a hearing on the application.

IT IS ORDERED that the trusteeship of Wells Fargo under the two indentures described in this order does not disqualify Wells Fargo from acting as trustee under both of those indentures.

For the Commission, by the Division of Corporation Finance, pursuant to delegated authority.

Margaret H. McFarland Deputy Secretary

United States of America Before the Securities and Exchange Commission

In the Matter of ARMSTRONG WORLD INDUSTRIES, INC.

Trust Indenture Act Of 1939, as amended, section 310(b)(1)(ii)

: : : : : : : : : : : : :

APPLICATION PURSUANT TO SECTION 310(b)(1)(ii) OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED

File No. 22 - _________

Section 310(b)(1)(ii) Application for Order Authorizing Wells Fargo Bank Minnesota, National Association to Serve As Indenture Trustee, Under Two Indentures of thc Same Issuer

Armstrong World Industries, Inc., a Pennsylvania corporation (the "Applicant" ), having its principal office at 2500 Columbia, Lancaster, Pennsylvania 17603, (717) 397-0611, respectfully submits as follows:

Purpose of this Application

1. This is an application pursuant to section 310(b)(1)(ii) of the Trust Indenture Act of 1939, as amended (the "TIA" ), 1 for a finding by the Securities and Exchange Commission (the "Commission" ) that the trusteeship of Wells Fargo Bank Minnesota, National Association ( "Wells Fargo" ), as successor trustee under each of the two indentures described below, is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under such indentures.

Background

2. Pursuant to an Instrument of Resignation, Appointment and Acceptance, dated as of December 1, 2000, Wells Fargo became trustee under an indenture dated as of August 6, 1996 (the "1996 Indenture" ), by and between the Applicant and The Chase Manhattan Bank (successor-in-interest to Mellon Bank, N.A.) ( "Chase" ), the predecessor trustee, with respect to (i) $200,000,000 in aggregate principal amount of the Applicant's 6.35% Senior Notes due 2003 (the "6.35% Notes" ); (ii) $150,000,000 in aggregate principal amount of the Applicant's 6 ½% Senior Notes due 2005 (the "6 ½% Notes" ); and (iii) $180,000,000 in aggregate principal amount of the Applicant's 7.45% Senior Quarterly Interest Bonds due 2038 (the "QUIBS," and, together with the 6.35% Notes and the 6 ½% Notes, the "1996 Indenture Securities" ). The 1996 Indenture Securities were issued in a registered public offering in the United States (Registration Statement No. 333-6333), pursuant to supplemental prospectuses respectively dated August 6, 1998, August 6, 1998 and October 21, 1998, and the 1996 Indenture is qualified under the TIA.

3. Pursuant to an Instrument of Resignation, Appointment and Acceptance, dated as of November 12, 2001, Wells Fargo will become trustee under another indenture dated as of December 23, 1998 (the "1998 Indenture" ), by and between the Applicant and Bank One Trust Company, N.A. (successor-in-interest to The First National Bank of Chicago, N.A.) ( "Bank One" ), the predecessor trustee, with respect to $200,000,000 in aggregate principal amount of the Applicant's 7.45% Senior Notes due 2029 (the "1998 Indenture Securities" ), subject to the Commission granting to Wells Fargo authority to do so pursuant to this Application. The 1998 Indenture Securities were issued in a registered public offering in the United States (Registration Statement No. 333-74501), pursuant to a supplemental prospectus dated May 17, 1999, and the 1998 Indenture is qualified under the TIA. The 1996 Indenture Securities and the 1998 Indenture Securities are referred to collectively hereinafter as the "Securities," and the 1996 Indenture and the 1998 Indenture are referred to collectively hereinafter as the "Indentures." Copies of the 1996 Indenture and the 1998 Indenture are submitted with this application as Exhibit A and Exhibit B , respectively.

4. The Securities under the Indentures rank pari passu with one another and are wholly unsecured. Neither of the Indentures contains a specific description of the other Indenture or the Securities issued thereunder.

5. On December 6, 2000, the Applicant, along with certain of its affiliates, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware, Case No. 00-4417 (JJF). This filing constituted an event of default under each of the Indentures. 1996 Indenture, § 5.1(6);

1998 Indenture, § 501(5). Consequently, as of the date of this Application, the Applicant is in default under both of the Indentures. 2

ARGUMENT

Wells Fargo's Trusteeship Under The Indentures Furthers Public Interest and Protects Investors Such That No Material Conflict of Interest Exists

6. Section 310(b) provides that, if a trustee under an indenture qualified under the TIA has or acquires any conflicting interest, such trustee shall, within 90 days after ascertaining such a conflicting interest, either eliminate the conflicting interest or resign. Subsection (1) of section 310(b) provides that, with certain exceptions, a trustee shall be deemed to have a conflicting interest if the indenture securities are in default and such trustee is a trustee under another indenture under which other securities of the same obligor are outstanding. However, under clause (ii) of subsection (1), certain situations are exempt from the deemed conflict of interest under section 310(b)(1). Clause (ii) provides, in pertinent part, that an indenture to be qualified shall automatically be deemed exempt from section 310(b)(1) if:

the issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under the indenture to be qualified and such other indenture . . . is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify such trustee from acting as such under one of such indentures . . . .

Section 310(b)(1)(ii) (emphasis supplied). In other words, trusteeship by Wells Fargo under both of the Indentures may be excluded from the operation of section 310(b)(1) if the Applicant sustains the burden of proving, on application to the Commission, that a material conflict of interest is not so likely as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under both of the Indentures.

7. Had the 1998 Indenture simply contained a specific description of the 1996 Indenture, no conflict of interest would be deemed to exist, and this Application would not be required. Section 310(b)(1)(i) exempts an indenture to be qualified from the provisions of section 310(b) if "the indenture to be qualified and any such other indenture or indentures . . . are wholly unsecured and rank equally, and such other indenture or indentures . . . are specifically described in the indenture to be qualified or are thereafter qualified . . . ." Section 310(b)(1)(i) (emphasis supplied). Neither of the Indentures is secured by any asset of the Applicant, and the Indentures and the Securities all rank equally in right of payment. Therefore, a section 310(b)(1) issue arises only due to the absence of a specific descriptive reference to the 1996 Indenture in the 1998 Indenture. 3 The Applicant submits that this technical omission does not create a risk of material conflict between the Indentures where none exists otherwise.

8. Because all of the Securities rank equally with one another in right of payment and are wholly unsecured, it is highly unlikely that Wells Fargo ever would be subject to a conflict of interest with respect to issues relating to the priority of payment. Wells Fargo would neither be in a position to, nor be required by the terms of either of the Indentures to, assert that the claims of holders of Securities outstanding under one Indenture are entitled to payment before the payment of claims under the other Indenture.

9. The default provisions of both Indentures are, in fact, identical in all respects material to this matter. (See Section 501 of the 1998 Indenture and Section 5.1 of the 1996 Indenture.) The following defaults of the Company (among other things) constitute Events of Default under the Indentures with respect to all debt securities issued thereunder:

failure to pay principal of or premium, if any, on any Debt Security of that series when due;

failure to pay any interest on any Debt Securities of that series when due, continued for 30 days;

failure to perform any other covenant of the Company in the Indentures, continued for 60 days after written notice has been given by the Trustee, or the holders of at least 25% in principal amount of the Outstanding Debt Securities of that series, as provided in the Indentures; certain events in bankruptcy, insolvency or reorganization; and any other Event of Default as may be specified with respect to Debt Securities of such series.

the commencement by the Company of a voluntary case under Federal bankruptcy, insolvency, reorganization or other similar law (which includes ch. 11 of the U.S. Bankruptcy Code).

As provided in each if the Indentures, upon the Event of Default (among other things) comprised of the Company's chapter 11 filing, the principal of all debt securities issued under each Indenture automatically became immediately due and payable. The virtually identical provisions of Section 501 of the 1998 Indenture and Section 5.1 of the 1996 Indenture read as follows:

"Events of Default.

"Event of Default" ... means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series)...; or

(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent ... under any applicable Federal or State law...; or

(6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, ...; or

(7) any other Event of Default provided with respect to Securities of that series.

10. Further, the remedies provisions of the Indentures provide no reasonable likelihood of conflict. The 1996 Indenture and the 1998 Indenture contain almost identical default and remedies provisions. See 1996 Indenture, Section 5; 1998 Indenture, ARTICLE FIVE. In any event, any difference in the remedial provisions now is of little moment because the Applicant is in Chapter 11.

11. The Applicant also submits that it is in the best interests of the Applicant and the holders of the Securities that Wells Fargo serve simultaneously under both of the Indentures. Chase has resigned as trustee and Bank One has submitted its resignation as trustee (to be effective upon the appointment of a new trustee) under the Indentures due to their concurrent status as creditors of the Applicant. Wells Fargo is not (except as indenture trustee) a creditor of the Applicant and has no business relationship with the Applicant other than under the Indentures. Wells Fargo's trusteeship also will allow the Applicant to avoid the significant duplicative costs associated with having two separate trustees and their respective separate professionals.

12. In addition, the Applicant believes it is highly unlikely as a practical matter that Wells Fargo will find itself in a position of proceeding against the Applicant for a default under one Indenture but not under the other Indenture.

13. The Commission previously has approved trusteeships under separate indentures of the same issuer under similar circumstances. In November 1999, the Commission approved the application of Norwest Bank Minnesota, National Association ( "Norwest" ) under section 310(b)(1)(ii) to serve as a trustee under two separate indentures. Order Granting Application: Altos Hornos De Mexico, S.A., De C.V. , File No. 22-28212 (November 17, 1999) ( " AHMSA Order" ). The Commission concluded that the dual trusteeship of Norwest as successor trustee under the two indentures, under which the securities in question ranked pari passu with one another and were wholly unsecured, was not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Norwest from acting as trustee under either of the indentures. In connection with the AHMSA Order, the technical omission of a cross reference to the other indenture was not viewed by the Commission as a bar to Norwest serving in a dual-trustee capacity. The same conclusion is appropriate here.

14. Furthermore, by two orders issued on August 7, 1991, the Commission approved two separate applications of Integrated Resources, Inc. under section 310(b)(1)(ii). Notice of Order , 1991 SEC LEXIS 1546 (August 7, 1991); Notice of Order , 1991 SEC LEXIS 1547 (August 7,1991). The first application was an Amended and Restated Application dated October 15, 1990 for Shawmut Bank N.A. to serve simultaneously as trustee under four indentures of the issuer, three of which were qualified under the TIA, and the fourth of which was not so qualified. The second application was an Amended and Restated Application dated October 15, 1990 for Connecticut National Bank to serve as trustee under four senior subordinated indentures qualified under the TIA.

15. The Commission also has approved previously dual trusteeships under separate indentures of the same issuer in other contexts. In 1981, the Commission approved Moran Energy Inc.'s ( "Moran" ) application under section 310(b)(1)(ii) for the First City National Bank of Houston to serve as trustee under two unsecured, pari passu indentures. See Notice of Moran Application , 1980 WL 110188 (December 19, 1990); Notice of Order , 1981 WL 36279 (January 12,1981) (the "Order" ). The Moran indentures were wholly unsecured, and all debentures issued under them ranked equally with one another. The Commission approved Moran's application under section 310(b)(1)(ii) without exception. Id. ; see also Notice of American Airlines Application , 1990 WL 329625 (August 7, 1990); Notice of Order , 1990 SEC LEXIS 2989 (August 28, 1990) (approving trusteeship under nine indentures).

16. Apart from granting relief under section 310(b)(1)(ii), the Commission may invoke its power to exempt Wells Fargo under section 304(d). Upon application by any interested person, section 304(d) empowers the Commission to "exempt conditionally or unconditionally any person, registration statement, indenture, security or transaction . . . from any one or more of the provisions of this title, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by this title." Section 304(d) (emphasis supplied). See Release No. 39-2366, 67 S.E.C. Docket 1534, 1998 WL 429062 (July 30, 1998) (conditionally exempting specified provisions of two indentures from the requirements of section 314(d) by order issued under section 304(d)); Release No. 39-2359, 65 S.E.C. Docket 2186, 1997 WL 731793 (November 26, 1997) (conditionally exempting the applicant from the requirements of section 310(a) by order issued under section 304(d)); Release No. 39-2358, 65 S.E.C. Docket 1913, 1997 WL 706454 (November 13, 1997) (conditionally exempting specified provisions of an indenture from the requirements of section 314(d) by order issued under section 304(d)). The Applicant submits that Wells Fargo's trusteeship under the Indentures would further the public interest without adversely affecting the investors' interests.

Request for Prompt Action

17. The Applicant respectfully requests that this Application be considered at the earliest possible time and that any requisite notice of application and of opportunity for hearing be published promptly so that the Commission may take action on this Application as soon as possible.

Waiver

18. The Applicant waives notice of hearing, any right to a hearing on the issues raised by this Application and all rights to specify procedures under the Rules of Practice of the Commission with respect to this Application.

Conclusion

19. As provided by the TIA, the fact that both of the Indentures are wholly unsecured and rank pari passu avoids any threshold conflict-of-interest concern. Wells Fargo's trusteeship under both of the Indentures has relieved Chase and will relieve Bank One of potential or actual conflicts and will avoid the duplicative costs inherent in having two trustees and their respective professionals. For each of these reasons, the Applicant submits that Wells Fargo's trusteeship under both of the Indentures serves both the public interest and the security holders' interests, and, as such, the Commission should grant this Application for Wells Fargo to serve as trustee under both of the Indentures.

WHEREFORE, the Applicant respectfully requests the Commission to enter an order finding that the trusteeship of Wells Fargo as successor trustee under the Indentures is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify Wells Fargo from acting as trustee under the Indentures.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Applicant, Armstrong World Industries, Inc., a Pennsylvania corporation, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, on the ____ day of April 2002.

(SEAL) ARMSTRONG WORLD INDUSTRIES, INC.

By:

Name:

Title:

Endnotes

1 Unless otherwise indicated, all section references correlate to the TIA.

2 The Applicant also may be in default under the Indentures for other reasons not discussed herein.

3 No descriptive reference to the 1998 Indenture is required in the 1996 Indenture because the 1998 Indenture was "thereafter qualified" ( i.e. , qualified after the 1996 Indenture).

http://www.sec.gov/divisions/corpfin/cf-noaction/armstrong07162002.htm

Home | Previous Page

Modified: 12/2002