-----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, RYKwdkS9yrmu+UPWhTbgMT/hG8mqaCRQmWI6hgbT3r6tm6FLavv2iuYIEFdPApOu +I2mfDpF7sDwBQiyzdqlGQ== 0001104659-06-024426.txt : 20060411 0001104659-06-024426.hdr.sgml : 20060411 20060411171019 ACCESSION NUMBER: 0001104659-06-024426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060407 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20060411 DATE AS OF CHANGE: 20060411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 06754180 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 8-K 1 a06-8793_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

 

Date of Report (Date of earliest event reported): April 7, 2006

 

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware 

 

001-32483 

 

61-1109077 

(State or Other Jurisdiction 
of Incorporation)

 

(Commission 
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

7140 Office Circle, Evansville, IN

 

47715

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (812) 962-5000

 

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):

 

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 240.13e-4(c))

 

 



 

Item 1.01               ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

 

On April 7, 2006, the Compensation Committee of the Board of Directors of Accuride Corporation (“Accuride”) established the corporate performance targets for Accuride’s 2006 Annual Incentive Compensation Plan (“AICP”) and the performance-based stock options’ 2006 vesting target. Certain of our employees are eligible to earn bonus compensation pursuant to our AICP upon the attainment of corporate, plant and/or individual performance goals. The 2006 AICP corporate performance targets established by the Compensation Committee are based on the Company’s earnings before interest, taxes, depreciation and amortization, or EBITDA, and free cash flows for 2006. The vesting target for performance-based stock options are based on the Company’s EBITDA for 2006.

 

Item 5.02               APPOINTMENT OF DIRECTORS

 

On April 10, 2006, the Board of Directors (the “Board”) of Accuride increased the size of the Board from seven (7) to eight (8) members and appointed Donald T. Johnson, Jr. and Craig Muhlhauser as directors. Mr. Johnson was also appointed as a member of the Board’s Audit Committee. A copy of a press release by Accuride, dated April 11, 2006, announcing the director appointments is attached hereto as Exhibit 99.1.

 

Donald T. Johnson, Jr. has been the President and Chief Operating Officer of Aftermarket Technology Corp., or ATAC, since January 2004. In February 2004 Mr. Johnson became Chief Executive Officer of ATAC, and became a member of ATAC’s Board of Directors in May 2004 and Chairman of ATAC’s Board in June 2005. Before joining ATAC, Mr. Johnson was Global Director, Parts, Supply and Logistics for Ford Motor Company since 1999. Prior to that, Mr. Johnson spent 26 years working for Caterpillar, Inc. and its subsidiaries, including serving as Vice President of Caterpillar Logistics Services, Inc. from 1992 until he joined Ford. Mr. Johnson holds a B.A. in Management from the University of Illinois. Mr. Johnson is 54 years old.

 

Craig H. Muhlhauser has been President and an Executive Vice President, Worldwide Sales and Business Development of Celestica Inc. since May 2005. Previously, Mr. Muhlhauser was employed by Exide Technologies, where he served as President and Chief Executive Officer from April 2004 through March 2005; as Chairman and Chief Executive Officer from September 2001 through April 2004; and as the President, Chief Operating Officer and Member of the Office of the Chairman from July 2000 to September 2001. Exide filed a petition for relief under Chapter 11 of the Bankruptcy Code on April 15, 2002. Before joining Exide, Mr. Muhlhauser was a vice president of Ford Motor Company and President of Visteon Corporation (a subsidiary of Ford) from 1997 to April 2000. Mr. Muhlhauser holds a Master of Science degree in Mechanical Engineering and Bachelor of Science degree in Aerospace Engineering from the University of Cincinnati. Mr. Muhlhauser is 57 years old.

 

Item 9.01

 

EXHIBITS

 

 

 

(d)

 

Exhibits

 

 

 

 

 

99.1         Press Release of Accuride Corporation, dated April 11, 2006.

 

2



 

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 hereunto duly authorized.

 

 

 

ACCURIDE CORPORATION

 

 

 

 

 

 

 

 

/s/ John R. Murphy

 

 

Date:

April 11, 2006

 

John R. Murphy

 

 

President and Chief Financial Officer

 

 

3


EX-99.1 2 a06-8793_1ex99d1.htm EX-99

Exhibit 99.1

 

 

Media Contact:

Eva Schmitz

 

Phone:

(812) 962-5011

 

Cell:

(812) 431-7177

 

FOR IMMEDIATE RELEASE

 

Accuride Corporation Announces

Appointments to Board of Directors

 

Evansville, Ind. – April 11, 2006 – Today, Accuride Corporation (NYSE: ACW) announced the appointments of Donald T. Johnson, Jr. and Craig H. Muhlhauser to its Board of Directors. Johnson has also been appointed to the Board’s Audit Committee. The appointments are effective immediately.

 

“I am pleased to welcome Don and Craig to Accuride’s Board,” said Jamie Greene, Partner of Kohlberg Kravis Roberts & Co., (“KKR”) and Chairman of Accuride’s Board. “Their extensive global transportation knowledge and industry expertise will afford Accuride additional perspective while pursuing its strategic global growth initiatives.”

 

Johnson is currently President and CEO of Aftermarket Technology Corporation (“ATAC”), a leading remanufacturer of a wide range of automotive drivetrain products. Prior to joining ATAC, Johnson was Global Director, Parts, Supply and Logistics at Ford Motor Company. Johnson was an executive at Caterpillar, prior to joining Ford.

 

Muhlhauser is currently President and an Executive Vice President, Worldwide Sales and Business Development of Celestica Inc., a provider of electronics manufacturing services to

 

-more-

 



 

OEMs. Prior to joining Celestica, Muhlhauser served as Chief Executive Officer of Exide Technologies. Muhlhauser previously served as a Vice President at Ford Motor Company and President of Visteon Corporation.

 

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Accuride’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. Accuride’s products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. For more information, visit Accuride’s website at http://www.accuridecorp.com.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for Accuride Corporation: All comments relating to any future period are forward-looking statements, subject to uncertainties and risk that could cause actual results to vary materially from what is suggested here. These statements are subject to risks and uncertainties, including without limitation, the general market conditions, the specific market for Company common stock, the performance of the Company’s business and other risks detailed from time-to-time in Accuride’s filings and reports with the Securities and Exchange Commission.

 

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