-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PvF+OffYMwqoR48hoARUuQqgFgCEun3QNlnGNk2f2emflK/XEHR71KGRpXYYyT3A kNtLbRU2ynoFYJdibzGwQg== 0001104659-06-046639.txt : 20060712 0001104659-06-046639.hdr.sgml : 20060712 20060712124945 ACCESSION NUMBER: 0001104659-06-046639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060710 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060712 DATE AS OF CHANGE: 20060712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWEITZER MAUDUIT INTERNATIONAL INC CENTRAL INDEX KEY: 0001000623 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 621612879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13948 FILM NUMBER: 06957786 BUSINESS ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 600 CITY: ALPHARETTA STATE: GA ZIP: 30022-8246 BUSINESS PHONE: 8005140186 MAIL ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 600 CITY: ALPHARETTA STATE: GA ZIP: 30022-8246 8-K 1 a06-15981_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
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

July 10, 2006
Date of Report (Date of earliest event reported)


SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13948

 

62-1612879

(State or other jurisdiction of

 

(Commission file number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

100 North Point Center East, Suite 600

 

 

Alpharetta, Georgia

 

30022

(Address of principal executive offices)

 

(Zip code)

 

1-800-514-0186
(Registrant’s telephone number, including area code)


 

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:

o  Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13c-4(c))

 

 




 

Item 5.02                        Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Principal Officers

On July 10, 2006, Schweitzer-Mauduit International, Inc. (“the Company”) issued a press release announcing that effective August 1, 2006, Paul C. Roberts, age 57, current Chief Financial Officer and Treasurer (CFO), will be assuming the newly created position of Vice President — Strategic Planning and Implementation, reporting to Wayne H. Deitrich, Chairman and Chief Executive Officer. The press release is attached hereto as Exhibit 99.1. Mr. Roberts has served as CFO since August 1995. In this new role, Mr. Roberts will be responsible for corporate projects including potential investment opportunities and strategic initiatives, while continuing to serve as Vice-Chairman of the Board of China Tobacco Mauduit (Jiangmen) Paper Industry Company Ltd., the Company’s tobacco related papers joint venture in China.

Succeeding Mr. Roberts as CFO will be Peter J. Thompson, President — U.S. Operations since November 1998. Mr. Thompson, age 43, joined the Company in January 1997 as Marketing Manager — U.S. Previously, he was CFO and then Marketing Director for Tape, Inc. from May 1995 to January 1997. Also, he held several key financial positions with Kimberly-Clark where he was involved in financial and business analysis, acquisitions and divestitures. He currently does not perform his duties under an employment contract, and he is not a party to any related transactions. Mr. Thompson’s new compensation beginning August 1, 2006 will consist of a  base salary of  $300,000 per year plus a target annual incentive bonus of 45% of base salary and a long-term incentive bonus covering three years targeted at 90% of base salary, which is payable 50% in cash and 50% in the Company’s restricted stock.

Otto R. Herbst, President, Brazilian Operations, will become President, the Americas, with profit responsibility for the Brazilian and U.S. Business Units, reporting to Frédéric P. Villoutreix, Chief Operating Officer. Mr. Herbst served as President of the Brazilian operations since 1999. Prior to 1999, Mr. Herbst served as General Manager for New Business and Services from 1997 through 1999 for Interprint, a manufacturer of security documents, telephone cards, and business forms. From 1990 through 1997, Mr. Herbst served as Director for Agaprint, a manufacturer of packaged materials, business forms, commercial printing papers, personalized documents and envelopes. He currently does not perform his duties under an employment contract, and he is not a party to any related transactions. Mr. Herbst’s new compensation beginning August 1, 2006 will consist of a  base salary of  $325,425  per year plus a target annual incentive bonus of 40% of base salary and a long-term incentive bonus covering three years targeted at 65% of base salary, which is payable 50% in cash and 50% in the Company’s restricted stock.

Election of Directors

The Board of Directors of the Company elected Mr. Robert F. McCullough as a Director, effective October 1, 2006. Mr. McCullough is expected to join the Audit Committee. There are no related transactions between Mr. McCullough and the Company. From April 1996 to May 2004, Mr. McCullough was CFO and a member of the Board of Directors of AMVESCAP PLC, one of the world’s largest mutual fund companies. From 1987 to 1996, Mr. McCullough was Managing Director of the Atlanta Office of Arthur Andersen.

Item 9.01        Financial Statements and Exhibits.

(c)  Exhibits

99.1                             Press Release, dated July 10, 2006, of Schweitzer-Mauduit International, Inc., announcing senior management changes.




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.

 

Schweitzer-Mauduit International, Inc.

 

 

 

 

By:

/s/ PAUL C. ROBERTS

 

 

Paul C. Roberts

 

 

Chief Financial Officer and Treasurer

 

Dated:  July 12, 2006




SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
Current Report on Form 8-K
Dated July 11, 2006

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Press Release, dated July 10, 2006, of Schweitzer-Mauduit International, Inc., announcing senior management changes.

 



EX-99.1 2 a06-15981_1ex99d1.htm EX-99

 

EXHIBIT 99.1

PRESS RELEASE

 

 

Contact: Bill Foust

 

Paul Roberts

 

 

770-569-4203

 

770-569-4277

 

SCHWEITZER-MAUDUIT ANNOUNCES SENIOR MANAGEMENT CHANGES

Alpharetta, GA, July 10, 2006. Schweitzer-Mauduit International, Inc. (NYSE:SWM) today announced the following management changes effective August 1, 2006:

As part of a planned management succession process and in anticipation of future retirements, Paul C. Roberts, age 57, current Chief Financial Officer and Treasurer (CFO), will be assuming the newly created position of Vice President — Strategic Planning and Implementation, reporting to Wayne H. Deitrich, Chairman and Chief Executive Officer. Mr. Roberts has served as CFO since August 1995 and has almost 29 combined years of service with Schweitzer-Mauduit and Kimberly-Clark Corporation. In this new role, Mr. Roberts will be responsible for corporate projects including potential investment opportunities and strategic initiatives, while continuing to serve as Vice-Chairman of the Board of China Tobacco Mauduit (Jiangmen) Paper Industry Company Ltd., Schweitzer-Mauduit’s tobacco related papers joint venture in China.

In announcing this change, Mr. Deitrich stated, “Paul has done an outstanding job as our CFO and has been instrumental in all of our acquisitions, our China joint venture, financial planning and controls, and maintaining investor and banking relations and corporate information systems. As my close business confidant, I have valued his significant contributions and tireless efforts to move the Company toward success.”

In turn, Mr. Roberts commented, “With the management changes announced today, we will be implementing key components of the Company’s succession plan while permitting me to place additional focus on implementation of the strategic vision Wayne Deitrich and I share for the Company. I have enjoyed the challenges of being Chief Financial Officer and now look forward to having the additional time to address our key strategic initiatives.”

Succeeding Mr. Roberts as CFO will be Peter J. Thompson, President — U.S. Operations since November 1998. Mr. Thompson, age 43, joined Schweitzer-Mauduit in January 1997 as Marketing Manager — U.S. Previously, he was CFO and then Marketing Director for Tape, Inc. from May 1995 to January 1997. Also, he held several key financial positions with Kimberly-Clark where he was involved in financial and business analysis, acquisitions and divestitures.

Otto R. Herbst, President, Brazilian Operations, will become President, the Americas, with profit responsibility for the Brazilian and U.S. Business Units, reporting to Frédéric P. Villoutreix, Chief Operating Officer (COO).

Mr. Herbst, age 46, has been President, Brazilian Operations, since April 1999. Frédéric Villoutreix, COO, commented that, “Combining the Brazilian and U.S. Business Units will better enable us to produce and sell products in and from one region to another with a more efficient delivery of cost competitive products, while realizing the synergies of having one total management organization.”

Related to this reorganization, Clifford J. Bienert, Senior Director of Operations — U.S., is being promoted to the officer position of Vice President — U.S. Operations, reporting to Mr. Herbst. Mr. Bienert, age 50, joined Schweitzer-Mauduit in November 2005. In his expanded role, he will be in charge of all manufacturing and quality assurance for the U.S. and the development and manufacturing of lower ignition propensity cigarette papers corporate wide.

Although the management changes are effective August 1, 2006, Messrs. Thompson, Roberts, Herbst and Bienert will be working through an orderly transition process this month.




Schweitzer-Mauduit International, Inc. is a diversified producer of premium specialty papers and the world’s largest supplier of fine papers to the tobacco industry. It also manufactures specialty papers for use in alkaline batteries, vacuum cleaner bags, overlay products, saturating base papers, business forms and printing and packaging applications. Schweitzer-Mauduit and its subsidiaries conduct business in over 90 countries and employ 3,700 people worldwide, with operations in the United States, France, Brazil, Indonesia, the Philippines and Canada. For further information, please visit the Company’s Web site at www.schweitzer-mauduit.com.

 



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