8-K

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): December 10, 2008

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-475	39-0619790
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224-9502

(Address of principal executive offices, including zip code)

(414) 359-4000

(Registrant’s telephone number)

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):

x Written communication 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 204.14a-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 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

To the extent that any information included in this Current Report on Form 8-K (this “Current Report”) is required to be filed with the Securities and Exchange Commission pursuant to Rule 425 under the Securities Act, such information is deemed to be filed pursuant to Rule 425.

On December 10, 2008, A. O. Smith Corporation (“the Company”) issued a news release announcing the Company’s revised earnings forecast. A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. Copies of slides to be used in conjunction with the conference call at 11:00 A.M. ET on Wednesday, December 10, 2008, are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein. The call can be heard on the Company’s website, www.aosmith.com.

Item 9.01. Financial Statements and Exhibits

The following exhibits are being filed herewith:

(99.1) News Release of A. O. Smith Corporation, dated December 10, 2008.

(99.2) Slides of A. O. Smith Corporation to be used in conjunction with conference call, dated December 10, 2008.

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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.

	A. O. SMITH CORPORATION
Date: December 10, 2008	By:	/s/ James F. Stern
		James F. Stern Executive Vice President, General Counsel and Secretary

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A. O. SMITH CORPORATION

Exhibit Index to Current Report on Form 8-K Dated December 10, 2008

Exhibit Number	Description
99.1	News Release of A. O. Smith Corporation, dated December 10, 2008
99.2	Slides of A. O. Smith Corporation to be used in conjunction with conference call, dated December 10, 2008

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EX-99.1

Exhibit 99.1

December 10, 2008

A. O. Smith reduces forecast for the fourth quarter 2008

Milwaukee, WI - A. O. Smith Corporation (NYSE: AOS) today indicated it expects fourth quarter results will be weaker than expected due to sluggish demand in both its water heater and electric motor businesses. As a result, the previously communicated 2008 forecast of $2.80 to $2.90 per share will likely not be achieved.

A decline in global construction and consumer spending, intensified by inventory reductions by the company’s customers, has resulted in a significant drop in order volumes during the fourth quarter. The company responded with a decision to mitigate its inventory build throughout the quarter and aggressively curtailed production.

“The speed with which the market downturn confronted us is unprecedented,” Paul Jones, chairman and chief executive officer, said. “However, with current orders less than historical replacement demand levels, we expect inventories will likely be replenished in early 2009.”

“We are taking actions to further reduce costs and conserve cash in response to the market challenges. We are scrutinizing capital expenditures, maximizing working capital and reducing production schedules. We believe our financial strength gives us an advantage to navigate these challenging times.”

The company now expects fourth quarter earnings to be between $.15 and $.25 per share. For the year, it expects earnings per share to be between $2.63 and $2.73.

A. O. Smith will broadcast a live conference call at 11:00 am (Eastern Time) today to discuss the fourth quarter forecast as well as other matters. The call can be heard on the company’s website, www.aosmith.com.

Forward-looking statements

This release contains statements that the company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” or words of similar meaning. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this release. Factors that could cause such a variance include the following: significant volatility in raw material prices; competitive pressures on the company’s businesses; instability in the company’s electric motor and water products markets; further weakening in housing construction; the potential for further weakening in commercial construction; a further slowdown in the Chinese economy; expected restructuring costs and savings realized; or further adverse changes in general economic conditions.

Forward-looking statements included in this press release are made only as of the date of this release, and the company is under no obligation to update these statements to reflect subsequent events or circumstances. All subsequent written and oral forward-looking statements attributed to the company, or persons acting on its behalf, are qualified entirely by these cautionary statements.

A. O. Smith Corporation, with 2007 sales of $2.3 billion, is a global leader applying innovative technology and energy-efficient solutions to products marketed worldwide. The company is one of the world’s leading manufacturers of residential and commercial water heating equipment, offering a comprehensive product line featuring the best-known brands in North America and China. A. O. Smith is also one of the largest manufacturers of electric motors for residential and commercial applications in North America.

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EX-99.2

Fourth Quarter Interim

December  10, 2008

Filed by A. O. Smith Corporation

pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of

1934, as amended.

Subject Company: A. O. Smith

Corporation

Subject Company’s Commission File

No.: 1-475

Exhibit 99.2

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Forward Looking Statements

This presentation contains statements that we believe are “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995.  Forward-looking statements generally can be identified by the use of

words such as  “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” or words of similar

meaning.  These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ

materially from those anticipated as of the date of this release.  Factors that could cause such a variance include, among

others,  the following:  significant volatility in raw material prices; competitive pressures on the company’s businesses;

instability in the company’s electric motor and water products markets; further weakening in housing construction; further

weakening in commercial construction; a further slowdown in the Chinese economy; expected restructuring costs and

savings realized; or further adverse changes in general economic conditions; the failure of A. O. Smith or Smith

Investment stockholders to approve the proposed merger; the outcome of the proposed transaction, if completed; the

ability to satisfy the conditions to the proposed transaction; the impact of the proposed transaction or any other

transaction on A. O. Smith’s or Smith Investment’s respective businesses, and the possibility of adverse publicity or

litigation and the outcome thereof and the costs and expenses associated therewith.

Forward-looking statements included in this conference call are made only as of the date of this presentation,

and the company is under no obligation to update these statements to reflect subsequent events or circumstances.  All

subsequent written and oral forward-looking statements attributed to the company, or persons acting on its behalf, are

qualified entirely by these cautionary statements.

This presentation contains certain non-GAAP financial measures as that term is defined by the SEC.  Non-GAAP

financial measures are generally identified by “Adjusted” (Adj.) or “Before Restructuring”.  

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Revised Fourth Quarter Forecast

GAAP earnings per share at $.15 to $.25

Implications for full year: $2.63 to $2.73

Full year cash flow expected to be about

$140 million

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As We See it Today

Fourth quarter order rates down

dramatically in both businesses, including

China

Consumers react to credit crisis by cutting

spending

Channel inventory levels driven down as

customers conserve cash

Order volumes not expected to bounce

back in December (no pre-buy ahead of

price increases)

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Our Countermeasures

Conserve Cash

December production schedules reduced

Discretionary SG&A spending eliminated

Core restructuring and growth projects will

remain on track

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Implications for 2009

Many moving parts

Opportunities

–

Pricing/materials balance

–

EPC restructuring benefits of $15 million

–

China demand buoyed by stimulus package

–

New product introductions

Risks

–

Global recession continues

–

Pricing/materials balance

–

Commercial volumes

–

Discretionary replacement volumes

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Merger with SICO

SICO will merge into wholly-owned

subsidiary of AOSmith

SICO shareholders will hold AOSmith

shares directly

Benefits to AOSmith

Potential increase public float

Reduction in total shares outstanding

Several corporate governance enhancements

Essentially all costs paid by SICO

Transaction expected to close in Q2 2009

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Fourth Quarter Conference call:

Thursday, January 22, 2009

10 am Eastern Time