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): December 16, 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 November 16, 2005, the Company announced that Terry M. Murphy will join A. O. Smith Corporation as Senior Vice President and Chief Financial Officer effective January 1, 2006. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On December 16, 2005, the Company’s Board of Directors elected Mr. Murphy to these offices effective January 1, 2006.
Item 9.01. Financial Statements and Exhibits
The following exhibit is being filed herewith:
| 99.1 | A. O. Smith Corporation News Release dated November 16, 2005. |
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: December 22, 2005 |
By: |
W. David Romoser | ||
| W. David Romoser Vice President, General Counsel and Secretary | ||||
A. O. SMITH CORPORATION
Exhibit Index to Current Report on Form 8-K Dated December 22, 2005.
| Exhibit Number |
Description | |
| 99.1 | News Release of A. O. Smith Corporation, dated November 16, 2005 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
November 16, 2005
A. O. Smith names Murphy chief financial officer
Milwaukee, Wis.—A. O. Smith Corporation (AOS-NYSE) today announced that Terry M. Murphy will join the company as senior vice president and chief financial officer effective January 1, 2006.
In his new position, Murphy will be responsible for all financial functions of the Milwaukee-based manufacturer of electric motors and water heaters including treasury, controllership, cash management, and investor relations.
“Terry brings more than 30 years of finance and accounting experience to A. O. Smith Corporation,” Robert J. O’Toole, chairman and chief executive officer, said in making the announcement. “He has extensive experience in manufacturing and has an impressive record of accomplishment in his previous positions.”
Murphy joins A. O. Smith from Quanex Corporation of Houston, Texas, a manufacturer of engineered materials and components for the automotive and building products industries. His last position was senior vice president and chief financial officer, with responsibility for finance, accounting, treasury, and investor relations. From 1999 until 2004, he served as vice president-finance and chief financial officer of Quanex.
Prior to Quanex, Murphy was senior vice president-finance and chief financial officer of Barnes Group, Inc., of Bristol, Conn., a manufacturer and distributor of precision metal components and assemblies. He has also held the positions of vice president and chief financial officer of Kysor Industrial Corporation, Cadillac, Mich., a
-more-
murphy to join a. o. smith as cfo add l
manufacturer of Class 8 truck components and refrigerated display cases used in the supermarket industry, and vice president-finance, treasurer, and chief financial officer of North-West Telecommunications, Inc., of La Crosse, Wis.
Murphy earned a bachelor’s degree from the University of Wisconsin-La Crosse and an MBA from Marquette University, Milwaukee, Wis. He also holds a law degree from Seton Hall University, South Orange, N.J. and is a certified public accountant.
A. O. Smith Corporation, with 2004 sales of $1.6 billion, is a diversified manufacturer serving customers worldwide. It is one of North America’s largest manufacturers of electric motors, with a comprehensive line of hermetic, fractional horsepower, and integral horsepower motors for residential, commercial, and industrial applications. The company also is a leading manufacturer and marketer of residential and commercial water heating equipment, offering some of the best-known water heater brands in the industry including A. O. Smith, State, and Reliance. The company employs approximately 16,500 people at facilities in the United States, Canada, Mexico, England, Hungary, the Netherlands, and China.