8-K

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

Date of Report (Date of earliest event reported): September 26, 2006

Commission file number 1-11625

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	41-0907434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota	55416
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (763) 545-1730

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:

¨ Written communications 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Press Release

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a)     Not applicable.

(b)     Not applicable.

(c)     On September 26, 2006, Pentair, Inc. issued a press release announcing the promotion of Michael V. Schrock, age 53, to the position of president and chief operating officer for the Company. A copy of the release is filed herewith as Exhibit 99.1 and incorporated herein by reference. Copies of the Letter Agreement and the Confidentiality and Non-Competition Agreement between the Company and Michael Schrock dated January 6, 2005 are filed as Exhibits 10.1 and 10.2, respectively, to, and described in Item 1.01 of Pentair, Inc.’s Form 8-K dated January 6, 2005, all of which are incorporated by reference herein.

(d)     Not applicable.

ITEM 7.01 Regulation FD Disclosure

On September 26, 2006, Pentair, Inc. issued a press release revising third quarter 2006 earnings per share (“EPS”) guidance to a range of $0.30 to $0.32 per share, revising fourth quarter 2006 EPS guidance to a range of $0.33 to $0.35 per share, and revising full-year 2006 EPS guidance from Continuing Operations to a range of $1.72 to $1.76 per share. A copy of the release is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information contained in Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 Other Events.

On September 26, 2006, Pentair, Inc. issued a press release announcing the departure of Charles M. Brown, former president and chief operating officer for the Company’s pump and pool and spa businesses. A copy of the release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired      Not applicable.
(b)	Pro Forma Financial Information      Not applicable.
(c)	Shell Company Transactions      Not applicable
(d)	Exhibits      The following exhibits are provided as part of the information filed under Items 5.02 and 8.01 (Exhibit 99.1) and furnished under      Item 7.01 (Exhibit 99.2) of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair, Inc. press release dated September 26, 2006 announcing the promotion of Michael V. Schrock to the position of president and chief operating officer for the Company and the departure of Charles M. Brown, former president and chief operating officer for the Company’s pump and pool and spa businesses.
99.2	Pentair, Inc. press release dated September 26, 2006 revising third quarter 2006 EPS guidance to a range of $0.30 to $0.32 per share, revising fourth quarter 2006 EPS guidance to a range of $0.33 to $0.35 per share, and revising full-year 2006 EPS guidance from Continuing Operations to a range of $1.72 to $1.76 per share.

SIGNATURE

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, thereunto duly authorized, on September 26, 2006.

PENTAIR, INC.

Registrant
 

By /s/ David D. Harrison  

          David D. Harrison 

          Executive Vice President and Chief Financial Officer
          (Chief Accounting Officer) 

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K

Dated September 26, 2006

Exhibit
Number	Description
99.1	Pentair, Inc. press release dated September 26, 2006 announcing the promotion of Michael V. Schrock to the position of president and chief operating officer for the Company and the departure of Charles M. Brown, former president and chief operating officer for the Company’s pump and pool and spa businesses.
99.2	Pentair, Inc. press release dated September 26, 2006 revising third quarter 2006 EPS guidance to a range of $0.30 to $0.32 per share, revising fourth quarter 2006 EPS guidance to a range of $0.33 to $0.35 per share, and revising full-year 2006 EPS guidance from Continuing Operations to a range of $1.72 to $1.76 per share.

EX-99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
Golden Valley, MN 55416
763 545 1730 Tel
763 656 5204 Fax

News Release

Exhibit 99.1

Michael V. Schrock Named President and Chief Operating Officer for Pentair
New Structure Streamlines Company Leadership

Golden Valley, Minn. — September 26, 2006 — Pentair (NYSE: PNR) today announced it has created a new leadership structure, and appointed Michael V. Schrock to the newly created role of president and chief operating officer for Pentair, effective immediately. Schrock, 53, will report to the Company’s chairman and chief executive officer, Randall J. Hogan.

“This new structure streamlines our leadership communication channels and provides for broader coordination of operations with more direct cost controls across the Company, which is critical as we face shifting market conditions,” said Hogan.

Under the new structure, Schrock will accelerate the implementation of Pentair’s operating disciplines, including lean enterprise, aimed at driving improved margins and organic growth. Schrock will also assume responsibility for all of Pentair’s operating segments: he will continue to lead the Technical Products group, which he has led since October of 2001, and the Company’s Filtration business, which he has been responsible for since October of 2005, while gaining responsibility for the remaining Water businesses.

Pentair Vice Chairman Richard J. Cathcart will continue to be responsible for global growth, strategy and acquisitions for the Company.

The new structure eliminates the position of president and chief operating officer of the Pump and the Pool & Spa businesses, a position held by Charles M. Brown since April 2005. Brown has left Pentair to pursue other opportunities.

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Commenting on Schrock, Hogan said, “I am pleased Mike has accepted this new role. He has earned it by setting—and achieving—a high standard of performance as the leader of the Technical Products Group. His leadership and effective deployment of Pentair’s Integrated Management System is reflected in the strong performance of that Group, and in this new role, he will bring the same disciplined approach to the Water Group to help drive margin improvement and growth.”

According to Schrock, “The opportunity to work more closely with the Water Group to meet Pentair’s immediate goals and improve our operations for future success is exciting. We face some immediate challenges and great opportunities, and I am energized by this new role.”

Schrock joined Pentair in March 1998 as a vice president in Pentair’s Pump business, and was named president of the Pump and Pool & Spa businesses in 2000. Following a succession of increasingly responsible positions in the Water Group, Schrock was named president and chief operating officer of Pentair’s Technical Products Group in 2001. Today, Technical Products is a leading world-wide manufacturer of technologically advanced systems to house and protect sophisticated electrical and electronic devices.

In addition to the Technical Products business, Schrock assumed responsibility for Pentair’s Filtration business on October 1, 2005. Pentair’s Filtration business manufactures a wide range of products that clean and purify water for residential, commercial, industrial, and municipal applications.

Prior to joining Pentair, Schrock spent 21 years with Honeywell in senior management positions covering North America as well as the European, Africa and Middle East regions. He holds a Bachelor of Science degree from Bradley University, and a Master’s Degree in Business Management from Northwestern University Kellogg School. He currently serves on the boards of Plexus Corporation and of the Minnesota Chapter of the Multiple Sclerosis Society.

In a separate news release, Pentair today announced revisions to its guidance for third quarter 2006 and fourth quarter 2006 earnings per share. The Company will announce its third quarter financial results for 2006 on Tuesday, October 24, 2006.

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Caution concerning forward-looking statements
Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth; the ability to successfully appeal and limit damages payable arising out of the Horizon litigation; foreign currency effects; retail and industrial demand; product introductions; and pricing and other competitive pressures. Forward-looking statements included herein are made as of the date hereof, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

About Pentair, Inc.
Pentair, Inc. (NYSE: PNR) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water.

Pentair’s Technical Products Group is a leader in global enclosures and thermal management markets, designing and manufacturing thermal management products and standard, modified, and custom enclosures that house and protect sensitive electronics and electrical components. With 2005 revenues of $2.95 billion, Pentair employs approximately 15,000 people worldwide.

Pentair Contacts:
Rachael Jarosh	Mark Cain
Corporate Communications	Investor Relations
Tel.: (763) 656-5280	Tel.: (763) 656-5278
E-mail: rachael.jarosh@pentair.com	E-mail: mark.cain@pentair.com

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EX-99.2

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
Golden Valley, MN 55416
763 545 1730 Tel
763 656 5204 Fax

News Release

Exhibit 99.2

Soft North American Pool Equipment Market and Distributor Inventory Adjustments
Prompt Pentair to Revise EPS Guidance for Third Quarter 2006 and FY 2006

Golden Valley, Minn. — September 26, 2006 — Pentair (NYSE: PNR) today said that it has revised its earnings per share (EPS) guidance from Continuing Operations for the third quarter 2006 and full year 2006. The revision reflects the impacts of the soft pool equipment market and resulting distributor inventory adjustments, as pool equipment customers draw down existing inventories, on the performance of the Company’s Pool & Spa business. The revised guidance takes into consideration the performance of Pentair’s other Water businesses and the Technical Products Group, which is consistent with previous expectations.

“Third quarter 2006 Pool & Spa business sales are projected to be flat with 2005 levels and approximately $20 million lower than mid-year expectations. This adjustment reflects the effect of the housing slow-down on spa and bath markets and on new pool starts, and the resulting channel inventory adjustments due to reduced pool equipment demands,” said Randall J. Hogan, Pentair chairman and chief executive officer. “Fourth quarter 2006 pool equipment sales are projected to be lower than previous expectations and below 2005 levels,” Hogan added. The Company said that fourth quarter 2005 pool equipment sales were especially strong due to the success of its early buy program, an incentive program to level-load production during the traditionally slowest time of the year.

“Given the inventory draw-down we are now experiencing, as well as continued softness in key pool equipment markets, particularly Florida and Southern California, sales from the fourth quarter 2006 early buy program are now projected to be below our previous expectations and $30 to $60 million lower than the fourth quarter 2005,” Hogan said. “While we continue to monitor conditions closely, we believe this inventory draw-down will be essentially complete by the end of the fourth quarter and, thereafter, we should track more closely to the market,” he added.

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Pentair also said it does not currently expect economic conditions during the fourth quarter will worsen to the point that the Company’s commercial, industrial and municipal markets will be affected. Hogan stated: “We believe the expected inventory draw-downs are short-term, and that the pool equipment business remains attractive long-term. However, given current conditions, we are repositioning the pool business for improved performance in this uncertain environment and redoubling our efforts to reduce costs and accelerate growth in all of our Water businesses.”

Actions to Address Current Conditions
The Company announced several actions being implemented in response to current market conditions. “First, we are streamlining the leadership structure at the corporate and business segment levels. This new structure will more effectively deploy leadership, create greater efficiencies and generate savings,” Hogan said. “Second, we are driving for margin improvements in the Water businesses through the aggressive deployment of lean enterprise disciplines, and by sourcing and manufacturing in low cost countries.

“We are also incurring a one-time charge of approximately $17 million for severance costs in the Water Group and Corporate, and to increase reserves for accounts receivable, inventory and warranty in the Pool & Spa business,” Hogan said.

In a separate news release issued today, Pentair announced the appointment of Michael V. Schrock as president and chief operating officer for the company, and the departure of Charles M. Brown, former president and chief operating officer for the Pump and Pool & Spa businesses.

Hogan said, “Based on these actions and our ongoing initiatives to increase productivity while delivering high quality products and customer service, we expect to generate $35 million of profit improvements in 2007. Our global Water and Technical Products businesses serve a broad range of markets, and I believe the long-term prospects of Pentair remain positive.”

Revised 2006 Earning Guidance
The Company said it is revising third quarter 2006 EPS guidance to a range of $0.30 to $0.32 including the charge of approximately $17 million (approximately ($0.11) of EPS), and the impact of lower volume in the Pool & Spa business. The Company’s previously issued guidance for the third quarter 2006 EPS was $0.46 to $0.50.

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In addition, the Company said that it is also revising fourth quarter 2006 EPS guidance to a range of $0.33 to $0.35, as compared to the Company’s previous fourth quarter 2006 EPS guidance of $0.53 to $0.59. This results in revised full-year EPS guidance from Continuing Operations of between $1.72 and $1.76.

According to Pentair, reduced income from operations, together with fewer receivable pre-payments from lower participation in the Pool early buy program, has also prompted the Company to reduce its 2006 free cash flow estimate to a range of between $170 and $180 million from its previous estimate of $200 million. Hogan said the company remains committed to its long term goal of achieving free cash flow equal to 100 percent conversion of net income.

The Company also announced it will provide 2007 EPS guidance when it announces third quarter 2006 financial results on Tuesday, October 24, 2006.

Caution concerning forward-looking statements
Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth; the ability to successfully appeal and limit damages payable arising out of the Horizon litigation; foreign currency effects; retail and industrial demand; product introductions; and, pricing and other competitive pressures. Forward-looking statements included herein are made as of the date hereof, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

About Pentair, Inc.
Pentair, Inc. (NYSE: PNR) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water.
Pentair’s Technical Products Group is a leader in global enclosures and thermal management markets, designing and manufacturing thermal

(more)

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management products and standard, modified, and custom enclosures that house and protect sensitive electronics and electrical components. With 2005 revenues of $2.95 billion, Pentair employs approximately 15,000 people worldwide.

Pentair Contacts:
Rachael Jarosh	Mark Cain
Corporate Communications	Investor Relations
Tel.: (763) 656-5280	Tel.: (763) 656-5278
E-mail: rachael.jarosh@pentair.com	E-mail: mark.cain@pentair.com

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