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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.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(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
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Name: Michael C. Nahl
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 12, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Registrant's news release dated November 11, 2004
99.2 Registrant's news release dated November 12, 2004
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.
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.