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 9, 2006
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 9, 2006, the Board elected William P. Greubel as a director of A. O. Smith Corporation (“the Company”). Mr. Greubel was also appointed a member of the Board’s Nominating and Governance Committee and Personnel and Compensation Committee. The Company issued a news release on October 9, 2006, announcing the election of William P. Greubel. 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 8.01. Other Events.
On October 10, 2006, W. David Romoser, Senior Vice President, General Counsel and Secretary of the Company, adopted a trading plan designed to satisfy the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 in order to facilitate the sale of directly owned shares of Company common stock, the exercise of certain options to purchase shares of Company common stock and the sale of the shares of Company common stock acquired upon exercise. The trading plan was established as part of Mr. Romoser’s individual long-term strategy for asset diversification.
The trading plan provides for periodic exercises of options to purchase shares of Company common stock beginning in October 2006 and ending in September 2007. In the aggregate, the trading plan provides for the sale of 34,000 shares of Company common stock and the exercise of options to purchase 114,000 shares of Company common stock, which options expire between 2009 and 2013. The shares of Company common stock acquired will be sold on the open market at prevailing prices, subject to minimum price thresholds. The transactions under the trading plan will be disclosed publicly in Form 144 and Form 4 filings with the Securities and Exchange Commission.
Except as may be required by law, the Company does not undertake to report future trading plans adopted by its officers or directors, or to report modifications, terminations, transactions or other activities under the trading plan of Mr. Romoser or any other officer or director of the Company.
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 9, 2006. |
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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 12, 2006 | By: | /s/ W. David Romoser | ||
| W. David Romoser Senior 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 12, 2006.
| Exhibit Number |
Description | |
| 99.1 | News Release of A. O. Smith Corporation dated October 9, 2006. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
October 9, 2006
Greubel named to A. O. Smith Board of Directors
Milwaukee, Wis.—A. O. Smith Corporation (AOS-NYSE) has named Bill Greubel, the chairman and chief executive officer of Wabash National ® Corporation, (NYSE: WNC) to its Board of Directors.
Greubel has been chairman and chief executive officer of Wabash National Corporation since 2006. The company manufactures semi truck trailers including dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, and intermodal equipment. The company, with headquarters in Lafayette, Ind., reported 2005 sales of $1.2 billion. He joined the company as president and chief executive officer in 2002.
From 1994 until 2002, Greubel worked for Accuride Corporation of Henderson, Ky., a division of Phelps Dodge Corporation. He served as the chief executive officer of the company, which manufactures steel and aluminum car and truck wheels, from 1998 until 2002 and was president from 1994 until 1998.
Greubel began his career in 1974 with AlliedSignal, Inc., of Morristown, N.J. His assignments included manager-customer support for the Automotive Industry segment, general manager-environmental catalysts, and vice president and general manager-environmental catalysts both for the Engineering Plastics Division.
Greubel earned a bachelor’s degree in economics and a master’s of business administration from Rutgers, the State University of New Jersey (New Brunswick). He serves as a director of Wabash National Corporation and Utilimaster Corporation.
A. O. Smith Corporation, with headquarters in Milwaukee, Wis., is a diversified manufacturer serving customers worldwide. The company is one of the world’s leading manufacturers and marketers of residential and commercial water heating equipment, offering a comprehensive line featuring the best-known brands in the industry. It is also one of North
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America’s largest manufacturers of electric motors, with an extensive line of hermetic, fractional horsepower, and integral horsepower motors for residential, commercial, and industrial applications. A. O. Smith employs approximately 19,500 people at facilities in the United States, Mexico, China, Canada, and Europe.
Headquartered in Lafayette, Ind., Wabash National® Corporation is one of the leading manufacturers of semi trailers in North America. Established in 1985, the company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, and intermodal equipment. Its innovative core products are sold under the DuraPlate®, ArcticLite®, and Eagle® brand names. The company operates two wholly owned subsidiaries: Transcraft Corporation, a manufacturer of flatbed and drop deck trailers; and Wabash National Trailer Centers, a retail distributor of new and used trailers and aftermarket parts throughout the U.S. and Canada.
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