Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------
A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 39-0619790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 245009
Milwaukee, Wisconsin 53224-9509
(Address of principal executive offices) (Zip Code)
A.O. Smith Corporation Long-Term Executive Incentive Compensation Plan
(Full title of the plan)
----------------------------------
W. David Romoser, Esq. Copy to:
Vice President, General Counsel
and Secretary Patrick G. Quick, Esq.
A.O. Smith Corporation Foley & Lardner
P.O. Box 245009 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53224-9509 Milwaukee, Wisconsin 53202
(414) 359-4137 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
----------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock, 1,500,000 $19.90625(2) $29,859,375.00(2) $7,882.88
$1 par value shares
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares of Common
Stock that may become issuable as a result of stock splits, stock dividends,
or similar transactions pursuant to the anti-dilution provisions of the
Long-Term Executive Incentive Compensation Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average of
the high and low prices for A. O. Smith Corporation Common Stock on the New
York Stock Exchange consolidated reporting system on December 7, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission by A. O. Smith
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999; June 30, 1999; and September 30, 1999.
3. All other reports filed by the Company since December 31, 1998
pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended.
4. The description of the Company's Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-A, filed December 9, 1994,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
-2-
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of Section 145 of the Delaware General
Corporation Law, the Company is required to indemnify any present or former
officer or director against expenses arising out of legal proceedings in which
the director or officer becomes involved by reason of being a director or
officer if the director or officer is successful in the defense of such
proceedings. Section 145 also provides that the Company may indemnify a director
or officer in connection with a proceeding in which he is not successful in
defending if it is determined that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
or, in the case of a criminal action, if it is determined that he had no
reasonable cause to believe his conduct was unlawful. Liabilities for which a
director or officer may be indemnified include amounts paid in satisfaction of
settlements, judgments, fines and other expenses (including attorneys' fees
incurred in connection with such proceedings). In a stockholder derivative
action, no indemnification may be paid in respect of any claim, issue or matter
as to which the director or officer has been adjudged to be liable to the
Company (except for expenses allowed by a court).
Under the provisions of Article VII of the Company's By-Laws and
individual indemnity agreements between the Company and its directors and
certain of its officers, the Company is required to indemnify officers or
directors to a greater extent than under the current provisions of Section 145
of the Delaware General Corporation Law. Except with respect to stockholder
derivative actions, the By-Law provisions and the indemnity agreements generally
state that the director or officer will be indemnified against expenses, amounts
paid in settlement and judgments, fines, penalties and/or other amounts incurred
with respect to any threatened, pending or completed proceeding (including,
without limitation, proceedings brought under and/or predicated upon the
Securities Act of 1933 and/or the Securities Exchange Act of 1934); provided
that (i) such individual did not engage in criminal, fraudulent or intentional
misconduct in the performance of his duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his conduct
was unlawful; and (iii) with respect to securities law actions, such individual
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and its stockholders.
The foregoing standards also apply with respect to the indemnification
of expenses incurred in a stockholder derivative suit. However, in order for a
director or officer to be indemnified for settlement amounts or judgments
incurred in a derivative suit, it also must be determined that (i) such
individual has not breached his duty of loyalty to the Company or its
stockholders; (ii) has not committed acts or omissions in bad faith or which
involve intentional misconduct or a knowing violation of the law; (iii) has not
engaged in any willful or negligent conduct in paying dividends or repurchasing
stock of the Company out of other than lawfully available funds; and (iv) has
not derived an improper personal benefit from the subject transaction.
-3-
In addition, with respect to the indemnification of settlement amounts
in any type of action, such settlement must be determined to be in the best
interests of the Company and its stockholders and not to be materially
unreasonable in amount.
The Company maintains insurance policies that provide coverage to its
directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
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;
(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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
-4-
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
-5-
SIGNATURES
----------
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 Milwaukee, State of Wisconsin, on this 7th day of
December, 1999.
A. O. SMITH CORPORATION
By: /s/Robert J. O'Toole
------------------------------------
Robert J. O'Toole
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 the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Robert J. O'Toole, Glen R. Bomberger, John J. Kita and
W. David Romoser, and each of them individually, his or her attorneys-in-fact
and agents, with full power of substitution and resubstitution for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/Robert J. O'Toole Chairman, President, Chief December 7, 1999
- ---------------------------- Executive Officer and Director
Robert J. O'Toole (Principal Executive Officer)
/s/Glen R. Bomberger Executive Vice President, Chief December 7, 1999
- ---------------------------- Financial Officer and Director
Glen R. Bomberger (Principal Financial Officer)
/s/John J. Kita Vice President, Treasurer and December 7, 1999
- ---------------------------- Controller (Principal Accounting
John J. Kita Officer)
S-1
Signature Title Date
--------- ----- ----
/s/Tom H. Barrett Director December 7, 1999
- ----------------------------
Tom H. Barrett
/s/William F. Buehler Director December 7, 1999
- ----------------------------
William F. Buehler
/s/Kathleen J. Hempel Director December 7, 1999
- ----------------------------
Kathleen J. Hempel
/s/Robert N. Pokelwaldt Director December 7, 1999
- ----------------------------
Robert N. Pokelwaldt
____________________________ Director __________, 1999
Agnar Pytte
/s/Arthur O. Smith Director December 7, 1999
- ----------------------------
Arthur O. Smith
/s/Bruce M. Smith Director December 7, 1999
- ----------------------------
Bruce M. Smith
S-2
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit Description
- ------ -------------------
(4.1) A. O. Smith Corporation Long-Term Executive Incentive Compensation
Plan.
(4.2) Restated Certificate of Incorporation of A. O. Smith Corporation
(incorporated by reference to Exhibit 3(i) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 (File No.
1-475)).
(5) Opinion of W. David Romoser.
(23.1) Consent of Ernst & Young LLP.
(23.2) Consent of W. David Romoser (contained in Exhibit 5).
(24) Power of Attorney (contained on the signature page hereto).
E-1
Exhibit 4.1
[GRAPHIC OMITTED]
A.O. SMITH CORPORATION
A. O. SMITH CORPORATION
LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
1. Purpose
-------
The purpose of the A. O. Smith Corporation Long-Term Executive Incentive
Compensation Plan ("Plan") is to induce key employees to remain in the employ of
A. O Smith Corporation ("Company") or Subsidiaries or Affiliates of the Company,
and to encourage such employees to secure or increase on reasonable terms their
stock ownership in the Company. The Board of Directors of the Company believes
the Plan will (1) attract and retain executive personnel possessing outstanding
ability; (2) motivate executive personnel, by means of growth related incentive,
to achieve long-range growth goals; (3) provide incentive compensation
opportunities which are competitive with those of other major corporations; and
(4) further the identity of interest of participants with those of the
corporation's stockholders through opportunities for increased stock ownership.
2. Effective Date and Term of the Plan
-----------------------------------
The Plan shall have a term of ten years from and after January 1, 1999,
subject to approval by the stockholders of the Company. The Plan supersedes and
replaces, on the effective date, the A. O. Smith Corporation 1990 Long-Term
Executive Incentive Compensation Plan. The Board of Directors, without further
approval of the stockholders may terminate the Plan at any time but no
termination shall, without the Participant's consent, alter or impair any of the
rights under any option theretofore granted to him under the Plan.
3. Definitions
-----------
(a) Affiliate: Means any corporation in which the Company has 50 percent or
less ownership.
(b) Awards: Means the awards granted by the Committee under the Plan.
(c) Board of Directors: Means the Board of Directors of the Company.
(d) Committee: Means the Committee referred to in Section 4 hereof.
(e) Common Stock: Means the Common Stock, par value $1 per share, of the
Company.
(f) Disability Date: Means the date on which a participant becomes eligible
for disability benefits from the A. O. Smith Retirement Plan or such similar or
successor plan.
(g) Outside, Non-Employee Director: Means any director who at the time of
acting, meets the qualification requirements for a Non-Employee Director as
defined in Rule 16b-3(b)(3) of the Securities Exchange Act of 1934 and the
qualification requirements for an Outside Director as defined in Section
1.162-27(e)(3) of the regulations under Section 162(m) of the Internal Revenue
Code.
(h) Employee: Means any full time managerial, administrative or
professional employee (including any officer or director who is such an
employee) of the Company, or any of its Subsidiaries or Affiliates.
(i) Fair Market Value: Means the market value of the Common Stock as
reasonably determined by the Committee on the date the option is granted.
(j) Normal Retirement Date: Shall have the meaning set forth in the A. O.
Smith Retirement Plan.
(k) Operating Unit: Means any division of the Company, or any Subsidiary or
any Affiliate, which is designated by the Committee to constitute an Operating
Unit.
(1) Participant: Means an Employee who is selected by the Committee to
participate in the Plan.
(m) Subsidiary: Means any corporation in which the Company has more than 50
percent of the ownership.
(n) Plan Year: Means the twelve months ending December 31st.
4. Administration
--------------
The Plan shall be administered by a committee which shall consist of not
less than two (2) members of the Board of Directors of the Company, each of whom
is an Outside, Non-Employee Director. The Committee shall be appointed from time
to time by the Board of Directors which may from time to time appoint members of
the Committee in substitution for members previously appointed and may fill
vacancies, however caused, in the Committee. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee is expressly
authorized to hold Committee meetings by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. The Committee shall have sole and
2
complete authority to adopt, alter and repeal such administrative rules,
regulations and practices governing the operation of the Plan as it shall from
time to time deem advisable and to interpret the terms and conditions of the
Plan.
5. Eligibility
-----------
Employees who, in the opinion of the Committee, are key employees and have
demonstrated a capacity for contributing in a substantial measure to the
successful performance of the Company shall be eligible to be granted options to
purchase shares of Common Stock of the Company, $1.00 par value per share
("Shares") under the Option Plan. The Committee shall, from time to time, choose
from such eligible Employees those to whom options shall be granted.
A Participant shall not be granted an option unless he enters into an
agreement with the Company that he will remain in the service of the Company, a
Subsidiary or an Affiliate for a period of at least twelve (12) months
(commencing on the first day of the month in which the option is granted) or
until his earlier retirement, at the pleasure of the Company, and at such
compensation as it shall reasonably determine from time to time. The agreement
shall provide that it does not confer upon the Employee any right to continue in
the employ of the Company or of any such Subsidiary or Affiliate, neither shall
it, except for said period of at least 12 months, restrict the right of the
Employee to terminate employment at any time.
6. Authority of Committee
----------------------
Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to determine those Employees who shall be
Participants, the price at which options shall be granted, the term of the
option (except in no case shall an option term be less than eleven months and
twenty-nine days nor more than ten years for Incentive Stock Options, or less
than six months nor more than ten years for Non-Qualified Stock Options) and the
number and kind of Shares to be subject to each option.
7. Form of Option
--------------
Options granted under the Plan shall be Incentive Stock Options,
non-qualified stock options, or some combination thereof.
8. Option Price
------------
The option price will be determined by the Committee at the time the option
is granted and shall be 100 percent of the Fair Market Value of the Common Stock
at the date of the grant. The maximum number of Shares with respect to which
options may be granted during any Plan Year to any Participant shall be 300,000
Shares.
3
9. Withholding
-----------
The Company shall have the right to deduct and withhold from any cash
otherwise payable to a Participant, or require that a Participant make
arrangements satisfactory to the Company for payment of, such amounts as the
Company shall determine for the purpose of satisfying its liability to withhold
federal, state or local income or FICA taxes incurred by reason of the grant or
exercise of an option. In the discretion of the Committee, a Participant may be
permitted to satisfy the Company's withholding requirements by tendering
previously acquired Shares or by electing to have the Company withhold Shares
otherwise issuable to the Participant, having a fair market value, on the date
income is recognized pursuant to the exercise of a Non-Qualified Stock Option,
in the amount required to be withheld. The election shall be made in writing and
shall be made according to such rules and in such form as the Committee shall
determine.
10. Exercise of Options
-------------------
Each option granted under the Option Plan will be exercisable on such date
or dates and during such period and for such number of Shares as shall be
determined pursuant to the provisions of the option agreement evidencing such
option. Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to determine the extent, if any, and the
conditions under which an option may be exercised in the event of the death of
the Participant or in the event the Participant leaves the employ of the Company
or has his employment terminated by the Company. The purchase price of any
option may be paid (a) in cash or its equivalent; (b) with the consent of the
Committee, by tendering (including by attestation) previously acquired Shares
valued at their fair market value as determined by the Committee; or (c) with
the consent of the Committee, by electing to have the Company withhold Shares
otherwise issuable to the Participant, having a fair market value on the date of
exercise of a Non-Qualified stock option, in the amount required to be paid; or
with the consent of the Committee, by any combination of (a), (b), and (c). Any
election under (b) or (c) above shall be made in writing and shall be made
according to such rules and in such form as the Committee shall determine. The
Committee may provide one or more means to enable Participants and the Company
to defer delivery of Shares otherwise deliverable upon exercise of an option, on
such terms and conditions as the Committee may determine, including by way of
example the manner and timing of making a deferral election, the treatment of
dividends paid on the Shares during the deferral period and the permitted
distribution dates or events. No such deferral means may result in an increase
in the number of shares of Common Stock issuable hereunder.
11. Transferability
---------------
Options under the Plan are not transferable otherwise than by will or the
laws of descent or distribution, except that a Participant may, to the extent
allowed by the Committee and in the manner specified by the Committee, transfer
any option grant
4
award. The Committee shall have authority, in its discretion, to amend existing
stock option agreements and to allow the transfer of any existing option grant
award in the manner specified by the Committee.
12. Agreements
----------
Options granted pursuant to the Plan shall be evidenced by stock option
agreements in such form as the Committee shall from time to time adopt.
13. Adjustment of Number of Shares
------------------------------
In the event a dividend shall be declared upon the Common Stock of the
Company payable in Shares (other than a stock dividend declared in lieu of an
ordinary cash dividend), the number of Shares then subject to any such option,
the maximum number of shares set forth in the second sentence of Section 8, and
the number of Shares reserved for issuance pursuant to the Plan but not yet
covered by an option, shall be adjusted by adding to each Share the number of
Shares which would be distributable thereon if such Share had been outstanding
on the date fixed for determining the stockholders entitled to receive such
stock dividend. In the event the outstanding Shares of the Common Stock of the
Company shall be changed into or exchanged for a different number or kind of
Shares of stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
Shares, merger or consolidation, then there shall be substituted for each Share
reserved for issuance pursuant to the Plan, but not yet covered by an option,
the maximum number of shares set forth in the second sentence of Section 8, the
number of shares then subject to any such option, the number and kind of Shares
of stock or other securities into which each outstanding Share shall be so
changed or for which each such Share shall be exchanged. In the event there
shall be any change, other than as specified above in this paragraph in the
number or kind of outstanding Shares or of any stock or other security into
which such Common Stock shall have been changed or for which it shall have been
exchanged, then if the Committee shall in its sole discretion determine that
such change equitably requires an adjustment in the number or kind of Shares
theretofore reserved for issuance pursuant to the Plan, but not yet covered by
an option, the maximum number of shares set forth in the second sentence of
Section 8 and/or of the Shares then subject to an option or options, such
adjustment shall be made by the Committee and shall be effective and binding for
all purposes of the Plan and of each stock option agreement. The option price in
each stock option agreement for each Share or other securities substituted or
adjusted as provided for in this paragraph shall be determined by dividing the
option price in such agreement for each Share prior to such substitution or
adjustment by the number of Shares or the fraction of a share substituted for
such Share or to which such Share shall have been adjusted. No adjustment or
substitution provided for in this paragraph shall require the Company in any
stock option agreement to sell a fractional Share, and the total substitution or
adjustment with respect to each stock option agreement shall be limited
accordingly.
5
14. Shares Available
----------------
There shall be reserved, for the purpose of the Plan, a total of 1,500,000
Shares of Common Stock (or the number and kind of Shares of stock or other
securities which, in accordance with Section 13 hereof, shall be substituted for
said Shares or to which said Shares shall be adjusted). Such Shares may be, in
whole or in part, authorized and unissued Shares or issued Shares which shall
have been reacquired by the Company. In the event that (i) an option granted
under the option plan to any employee expires or is terminated unexercised as to
any Shares covered thereby, (ii) Shares are forfeited for any reason under the
Plan, or (iii) Shares are tendered to exercise an option, such Shares shall
thereafter be available for the granting of options under the Plan.
15. Expenses
--------
The expenses of administering the Plan shall be borne by the Company.
16. Non-Exclusivity
---------------
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, and such
arrangements may be either generally applicable or applicable only in specific
cases.
17. Amendment
---------
The Board of Directors, without further approval of the stockholders, may
from time to time amend the Plan in such respects as the Board may deem
advisable; provided, however, that no amendment shall become effective without
prior approval of the stockholders which would (a) increase the maximum number
of Shares which may be awarded, or for which options may be granted, in the
aggregate under the Plan; or (b) reduce the minimum option price which may be
established under the Plan. No amendment shall, without the Participant's
consent, alter or impair any of the rights or obligations under any option
theretofore granted to him under the Plan.
Long-Term Incentive Compensation Plan - 0007 - 2/8/99
6
Exhibit 5
[GRAPHIC OMITTED]
A.O. SMITH CORPORATION
WORLD HEADQUARTERS
LAW DEPARTMENT
MAILING ADDRESS: P.O. BOX 245009, MILWAUKEE, WI 53224-9509
STREET ADDRESS: 11270 WEST PARK PLACE, MILWAUKEE, WI 53224
Writer's Direct Dial Number: (414) 359-4137
Facsimile Number: (414) 359-4143
E-Mail Address: dromoser@aosmith.com
December 6, 1999
A.O. Smith Corporation
11270 West Park Place
Milwaukee, WI 53224
Gentlemen:
I have acted as counsel for A. O. Smith Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-8
("Registration Statement") to be filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("Securities Act"),
relating to 1,500,000 shares of Common Stock, $1 par value per share ("Common
Stock") of the Company which may be issued pursuant to the A. O. Smith
Corporation Long-Term Executive Incentive Compensation Plan (the "Plan").
In this connection, I have examined (a) signed copies of the Registration
Statement; (b) the Restated Certificate of Incorporation and By-Laws, as amended
to date, of the Company; (c) copies of resolutions of the Board of Directors and
stockholders of the Company relating to the Plan; (d) the Form of Incentive
Stock Option Agreement; (e) the Form of Nonstatutory Stock Option Agreement; and
(f) such other proceedings, documents and records as I have deemed necessary for
purposes of giving this opinion. In addition, I have made such investigations
and have reviewed such other documents as I have deemed necessary or appropriate
under the circumstances. With respect to all of the foregoing documents, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to originals of all documents
submitted to me as certified or reproduced copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
A. O. Smith Corporation
December 6, 1999
Page 2
2. The Common Stock shares have been duly authorized and, when issued by
the Company pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement, will be validly issued, fully
paid and nonassessable. Under the laws of Delaware, stockholders of the
Company have no personal liability for the debts or obligations of the
Company as a result of their status as stockholders of the Company except
that under a decision of the Wisconsin Supreme Court that applies such
statute to corporations such as the Company, which are licensed to do
business in Wisconsin, the holders of Common Stock are personally liable
for the unpaid wage claims of the Company's employees, not to exceed six
month's service in any one case, as provided in Section 180.0622(2)(b) of
the Wisconsin Statutes and as such action may be interpreted by a court of
law. (See Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse, Inc., Case No.
82-CV-0023, Cir. Ct. Branch 1, Dane County, Wisconsin, aff'd. 126 Wis. 2d
284, 375 N.W.2d 664 (1985).)
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am an
expert within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
A. O. SMITH CORPORATION
/s/W. David Romoser
W. David Romoser
Vice President, General Counsel
and Secretary
WDR/dmp
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the A. O. Smith Corporation Long-Term Executive Incentive
Compensation Plan and in the related prospectus of our report dated January 18,
1999, with respect to the consolidated financial statements of A. O. Smith
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Milwaukee, Wisconsin
December 6, 1999