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): October 3, 2005
A. O. Smith Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-475 | 39-0619790 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
P.O. Box 245008, Milwaukee, Wisconsin 53224-9508
(Address of principal executive offices, including zip code)
(414) 359-4000
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 204.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 3, 2005, the Board elected Idelle K. Wolf as a director of A. O. Smith Corporation (“the Company”) effective October 10, 2005. Mrs. Wolf was also appointed a member of the Board’s Audit Committee. The Company issued a news release on October 5, 2005, announcing the election of Idelle K. Wolf. A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
The following exhibit is being filed herewith:
| 99.1 | News Release of A. O. Smith Corporation dated October 5, 2005. |
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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 hereunto duly authorized.
| A. O. SMITH CORPORATION | ||||
| Date: October 5, 2005 | By: | /s/ W. David Romoser | ||
| W. David Romoser Vice President, General Counsel and Secretary | ||||
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A. O. SMITH CORPORATION
Exhibit Index to Current Report on Form 8-K Dated October 5, 2005.
| Exhibit Number |
Description | |
| 99.1 | News Release of A. O. Smith Corporation dated October 5, 2005. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
October 5, 2005
Idelle Wolf to join A. O. Smith Board of Directors
Milwaukee, Wis.—Idelle K. Wolf, the president of Barnes Distribution North America has been elected to the Board of Directors and appointed to the Audit Committee of A. O. Smith Corporation (AOS-NYSE).
Wolf was named president of Barnes Distribution North America in December 2004. The company, with headquarters in Cleveland, Ohio, is a leading distributor of maintenance, repair, operating, and production supplies with distribution centers in North America, Europe, and Asia and a business unit of the Barnes Group Inc (NYSE:B). She joined Barnes Group Inc. as vice president and as chief operating officer of Barnes Distribution in 2000.
Prior to Barnes Group, Wolf held a number of executive management positions at Curtis Industries, Inc., a distributor of security products, maintenance and repair supplies. She served as executive vice president and chief operating officer from 1998 until 2000 when the company was acquired by Barnes Group. Prior to that, she was senior vice president and chief financial officer from 1997 until 1998 and vice president of finance and chief financial officer from 1992 until 1997.
She also held the position of executive vice president and chief operating officer of Point Group Inc. from 1985 until 1992. Wolf began her career with Ernst and Young and is a Certified Public Accountant.
She earned a bachelor’s degree in accounting from the honors program at The Ohio State University, Columbus, Ohio.
A. O. Smith Corporation, with headquarters in Milwaukee, Wis., is one of North America’s largest manufacturers of electric motors, with a comprehensive line of hermetic motors, fractional horsepower alternating current (AC) and direct current (DC) motors, and integral horsepower motors, as well as one of North America’s largest manufacturers of residential and commercial water heating equipment. The company employs approximately 16,500 people worldwide.