-----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, H8n9pkk/z348vwXywHiVhV9AMYJgDUcClYe13bVQtfrLRoQK8PLtk7vnpM5t9VAZ RgVM5/fTVHbkWcSFZgpiRg== 0000891092-04-005548.txt : 20041112 0000891092-04-005548.hdr.sgml : 20041111 20041112163859 ACCESSION NUMBER: 0000891092-04-005548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Other Events FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000819793 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 140462060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10026 FILM NUMBER: 041139898 BUSINESS ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 FORMER COMPANY: FORMER CONFORMED NAME: ALBINT INC DATE OF NAME CHANGE: 19870924 8-K 1 e19717_8k.txt FORM 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) November 11, 2004 ALBANY INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16214 14-0462060 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1373 Broadway, Albany, New York 12204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 445-2200 None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 240.13a-4(c)) Item 8.01 Other Events On November 11, 2004, Albany International issued a news release declaring a quarterly dividend of $0.08 per share on the Class A and Class B Common Stock. The news release also announced that the Company's Board of Directors has authorized the purchase of up to one million shares of its Class A Common Stock. A copy of the news release is furnished as Exhibit 99.1 to this report. On November 12, 2004, Albany International issued a news release announcing that Frank R. Schmeler has informed the Board of Directors of his intention to retire as the Company's Chief Executive Officer (Principal Executive Officer). A copy of the news release is furnished as Exhibit 99.2 to this report. 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. ALBANY INTERNATIONAL CORP. By: /s/ Michael C. Nahl ------------------------------------ Name: Michael C. Nahl Title: Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 12, 2004 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Registrant's news release dated November 11, 2004 99.2 Registrant's news release dated November 12, 2004 EX-99.1 2 e19717ex99-1.txt PRESS RELEASE Exhibit 99.1 ALBANY INTERNATIONAL DECLARES DIVIDEND AND AUTHORIZES ADDITIONAL STOCK PURCHASES Albany, New York, November 11, 2004 - The Board of Directors of Albany International Corp. (NYSE/PCX/FWB:AIN) today declared a quarterly dividend of $0.08 per share on the Class A and Class B Common Stock, payable on January 5, 2005, to shareholders of record on December 2, 2004. The Company also announced that the Board of Directors has authorized the purchase of up to one million additional shares of its Class A Common Stock. The Board's action authorizes management to purchase shares from time to time, in the open market or otherwise, whenever it believes the available price makes such purchases advantageous to the Company's shareholders. In 1998, the Board of Directors approved a similar three-million-share authorization, under which 53,100 shares remain authorized for purchase. Since the beginning of 2004, the Company has purchased 2,819,943 shares of its Class A Common Stock, 8.4% of the total number of Class A and Class B shares outstanding at the end of 2003. Of this amount, 1,489,943 shares were purchased in July 2004 pursuant to a separate Board authorization. Currently outstanding are 28,026,337 shares of Class A and 3,236,476 shares of Class B Common Stock. Albany International is the world's largest producer of paper machine clothing and high-performance doors with manufacturing plants strategically located to serve its customers throughout the world. Additional information about the Company and its businesses and products is available at www.albint.com. EX-99.2 3 e19717ex99-2.txt PRESS RELEASE Exhibit 99.2 ALBANY INTERNATIONAL RETAINS KORN/FERRY INTERNATIONAL FOR CEO SEARCH Albany, New York, November 12, 2004 - Albany International (NYSE/PCX/FWB:AIN) announced today that Frank R. Schmeler has informed the Board of Directors of his intention to retire as the Company's Chief Executive Officer at the end of 2005. It is anticipated that Mr. Schmeler will continue to serve as non-executive Chairman of the Board after that time. The Board of Directors has retained Korn/Ferry International to assist in identifying internal and external candidates to succeed Mr. Schmeler. Albany International is the world's largest producer of custom-designed engineered fabrics and sophisticated structured materials and services for the worldwide pulp and paper industry, as well as other process industries, with manufacturing plants strategically located to serve its customers throughout the world. Founded in 1895, the Company is headquartered in Albany, New York, and employs approximately 6,000 people worldwide. Additional information about the Company and its businesses and products is available at www.albint.com. -----END PRIVACY-ENHANCED MESSAGE-----