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): October 7, 1999
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AMERICAN STANDARD INC.
(Exact name of registrant as specified in its charter)
Delaware 1-470 25-0900465
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
One Centennial Avenue, P.O. Box 6820, Piscataway, NJ 08855-6820
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (732) 980-6000
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ITEM 5. OTHER EVENTS
(a) Certain Corporate Matters.
On October 7, 1999, American Standard Companies Inc. (the "Company"), the owner
of 100 percent of the voting securities of American Standard Inc., announced the
election of Frederic M. Poses to become Chairman and Chief Executive Officer of
the Company effective January 1, 2000 and as a Director of the Company effective
immediately. Mr. Poses was elected to serve as a Class II Director, the term of
which Class expires at the Company's Annual Meeting in May 2000.
In separate press releases, the Company also announced its decision to pursue
the sale of the businesses comprising its Medical Systems Group and the election
of Jared L. Cohon as a Director of the Company. Mr. Cohon was elected to serve
as a Class III Director, the term of which Class expires at the Company's Annual
Meeting in 2001.
The text of the Company's press releases containing the above-referenced
announcements are filed as Exhibits to this Report and incorporated by reference
herein.
Information Concerning Forward-Looking Statements. Certain of the
statements contained in this report are forward-looking statements.
Forward-looking statements are made based upon management's good faith
expectations and belief concerning future developments and their potential
effect upon the Company. There can be no assurance that future developments will
be in accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management.
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, thereunto duly authorized.
AMERICAN STANDARD INC.
By /s/ RICHARD A. KALAHER
Name: Richard A. Kalaher
Title: Vice President, General Counsel and
Secretary
DATE: October 13, 1999
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EXHIBIT INDEX
Exhibit 99 (i) Press release dated October 7, 1999 related to
election of Frederic M. Poses as a Director and as Chairman
and Chief Executive Officer.
(ii) Press release dated October 7, 1999 related to sale of
Medical Systems Group.
(iii) Press release dated October 7, 1999 related to election
of Jared L. Cohon as a Director.
<PAGE>
Exhibit 99 (i)
American Standard Names AlliedSignal's Frederic M. Poses
Chairman and Chief Executive Officer
Poses to Focus on Profitability and Growing Global Businesses
Piscataway, NJ - October 7, 1999 - American Standard Companies Inc. (NYSE:
ASD) announced today that its Board of Directors has elected Frederic M. Poses,
57, Chairman and Chief Executive Officer. Mr. Poses is currently President and
Chief Operating Officer of AlliedSignal, Inc. headquartered in Morristown, New
Jersey. He succeeds Emmanuel A. Kampouris, who is retiring. The appointment is
effective January 1, 2000. Also, Mr. Poses was elected to the Company's Board of
Directors today.
"We are delighted to have Fred Poses lead American Standard into the new
century," said Mr. Kampouris. "Fred has a strong track record of driving
business performance and enhancing shareowner value. He also has an intense
focus on growing businesses and developing people. His global leadership
abilities, coupled with broad management experience, will enable American
Standard to profitably grow its businesses around the world."
Mr. Poses has served with AlliedSignal for 30 years. In 1997, he was
elected to AlliedSignal's Board of Directors and named Vice Chairman. He has
also served as President of the company's Engineered Materials businesses. Mr.
Poses is a graduate of New York University and spent two years in the Peace
Corps and his entire business career with AlliedSignal.
"Joining American Standard is an exciting opportunity," Mr. Poses said.
"The company has an impressive combination of strong businesses and a wonderful
heritage. I am looking forward to leading the company's future growth and
building upon American Standard's record of success."
Lawrence A. Bossidy, Chairman and Chief Executive Officer of AlliedSignal
described Mr. Poses as "A strong, experienced, innovative leader with a
wonderful will to win. He will make American Standard a great place."
Emmanuel A. Kampouris joined American Standard's plumbing products Greek
subsidiary in 1966 as General Manager of Manufacturing. He was elected President
and Chief Executive Officer in 1989 and was elected Chairman of the Board of
Directors in 1993.
"Fred Poses has the opportunity to build on the tremendous legacy of Mano
Kampouris who reengineered the Company's manufacturing operations around Demand
Flow(R) Technology, and transformed American Standard into one of the premier
manufacturing companies in the world. It has become the defining culture of the
company today," said Mr. Roger W. Parsons, a member of the Board of Directors.
"American Standard's strong operating performance, accomplished management, high
profitability, and robust cash flow place the company in a prime position to
surge ahead in coming years. We believe Fred will make that happen."
American Standard is a $6.7 billion global, diversified manufacturer of air
conditioning, plumbing, automotive products and medical diagnostics systems. The
company operates 116 manufacturing facilities in 33 countries and employs
approximately 57,000 people worldwide.
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Exhibit 99(ii)
AMERICAN STANDARD TO PURSUE SALEOF ITS MEDICAL SYSTEMS GROUP
PISCATAWAY, NJ. - October 7, 1999 - The Board of Directors of American
Standard Companies Inc., (NYSE: ASD), today announced that it has directed the
Company's management to pursue the sale of the Medical Systems Group. After
careful consideration of all the alternatives, the Board's decision follows the
recommendation of its Strategic Initiative and Management Development Committee
and its advisors, Goldman, Sachs & Co. and Prudential Vector Healthcare Group.
Both Goldman Sachs and Prudential Vector also have been engaged to assist in
this directive.
Mr. Emmanuel Kampouris, Chairman and Chief Executive Officer, stated:
"We appreciate the hard work of the Strategic Initiative Committee and, in
particular, its Chairman, David Roderick, in pursuing this action with a focus
on maximizing shareholder value." Mr. Roderick, commented, "We have great
confidence in the Medical Systems' current diagnostic products and even more in
its new technologies and research initiatives. We believe that a sale is the
best alternative to realize its value for our shareholders."
The Medical Systems Group is engaged in the research, manufacture, and
distribution of diagnostic products including fully automated testing and other
diagnostic systems for autoimmunity, infectious disease, blood virus, fertility,
prenatal, osteoporosis, nutritional analysis and transplantation. Its DiaSorin
Biomolecular Research Center is a recognized leader in hepatitis and infectious
disease research through enzyme immunoassay and advanced DNA probe technology.
The Center's newly discovered SEN-V virus is highly associated with acute and
chronic hepatitis, probably accounting for a majority of cases of viral
hepatitis of previously unknown origin.
The Medical Systems Group generates over $100 million in sales annually
through a network of worldwide businesses, direct sales forces and distributors.
It operates manufacturing and research and development facilities in Stillwater,
Minnesota, Saluggia and Brescia, Italy and Jundiai, Brazil.
American Standard is a $6.7 billion global, diversified manufacturer of
air conditioning, plumbing, automotive products and medical diagnostics systems.
The company operates 116 manufacturing facilities in 33 countries and employs
approximately 57,000 people worldwide.
<PAGE>
Exhibit 99(iii)
AMERICAN STANDARD ELECTS JARED L. COHON TO BOARD OF DIRECTORS
PISCATAWAY, NJ. - October 7, 1999- Mr. Emmanuel A. Kampouris, Chairman and
Chief Executive Officer of American Standard Companies Inc., (NYSE:ASD), today
announced that Jared L. Cohon, President of Carnegie Mellon University in
Pittsburgh, has been elected to the Company's Board of Directors.
Mr. Cohon, 52, earned a bachelor of science degree in civil engineering
from the University of Pennsylvania in 1969 and MS and PhD degrees in civil
engineering from the Massachusetts Institute of Technology in 1972 and 1973.
Mr. Cohon began his academic and administrative career at The Johns Hopkins
University in 1973, advancing to Assistant Dean of Engineering in 1981 and
Associate Dean in 1983. He served as Vice Provost for Research from 1986 to
1992. In 1992, he was named Dean and Professor of Environmental Systems Analysis
in the School of Forestry and Environmental Studies at Yale University. He was
named President of Carnegie Mellon University in 1997 and also was named
Professor of Civil and Environmental Engineering and Professor of Engineering
and Public Policy there.
During 1977 and 1978, Cohon also served as Legislative Assistant for Energy
and Environment on the staff of U.S. Senator Moynihan of New York. President
Clinton named him Chairman of the Nuclear Waste Technical Review Board in 1997.
His many memberships include the Council on Competitiveness, the American
Society of Civil Engineers, the American Water Resources Association, and the
Institute for Operations Research and Management Sciences. He is also a director
of Mellon Bank Corporation.
American Standard is a $6.7 billion global, diversified manufacturer of air
conditioning, plumbing, automotive products and medical diagnostics systems. The
company operates 116 manufacturing facilities in 33 countries and employs
approximately 57,000 people worldwide.
