8-K 1 e20500_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) February 18, 2005 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (a) At a regular meeting on February 18, 2005, the following persons were designated as the nominees of the Board of Directors for election as directors of the Registrant at the 2005 Annual Meeting of Stockholders: Frank R. Schmeler Thomas R. Beecher, Jr. Francis L. McKone Joseph G. Morone Christine L. Standish Erland E. Kailbourne John C. Standish Juhani Pakkala Paula H. J. Cholmondeley All of such persons are currently serving as members of the Board of Directors. Two incumbent directors, Hugh J. Murphy and Barbara P. Wright, declined to stand for re-election. (b) At a regular meeting on February 18, 2005, Paula H. J. Cholmondeley was elected as a member of the Board of Directors of the Registrant. Ms. Cholmondeley was also appointed as a member of the Audit Committee and designated as a "financial expert" under the rules of the Securities and Exchange Commission. A copy of the Company's press release announcing Ms. Cholmondeley's election is filed as Exhibit 99.1 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: February 24, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 News release dated February 18, 2005.