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): DECEMBER 16, 1999
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AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11415 13-3465896
(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) Officer and Directors' Resignations.
On December 16, 1999, American Standard Companies Inc. (the "Company") announced
the resiganation from the Company's Board of Directors, effective December 31,
1999, of Emmanuel A. Kampouris, Chairman, and Horst Hinrichs, Vice Chairman.
Previously, on October 7, 1999, the Company 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.
On December 27, 1999, the Company announced the resignation from the Board of
Directors, effective December 31, 1999, of Shigeru Mizushima and the resignation
as Vice President, General Counsel and Secretary, effective December 31, 1999,
of Richard A. Kalaher.
Filed as exhibits to this report and incorporated herein by reference is the
text of the Company's press releases announcing the foregoing.
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.
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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, thereunto duly authorized.
AMERICAN STANDARD COMPANIES INC.
By /s/ G. RONALD SIMON
Title: Vice President and Controller
DATE: December 27, 1999
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EXHIBIT INDEX
Exhibit 99 (i) Press release dated December 16, 1999 related to Emmanuel A.
Kampouris and Horst Hinrichs.
(ii) Press release dated December 27, 1999 related to Shigeru
Mizushima.
(iii) Press release dated December 27, 1999 related to Richard
A. Kalaher.
Piscataway, NJ - December 16, 1999 - American
Standard Companies Inc. (NYSE:ASD) today announced that Emmanuel A.
Kampouris will retire from service on the Company's Board of Directors
on December 31, 1999.
As previously announced, Frederic M. Poses will assume
the roles of Chairman and Chief Executive Officer on January 1, 2000.
Mr. 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 following the Company's
management led leveraged buyout and elected Chairman of the Board of
Directors in 1993.
The Company also announced that Horst Hinrichs, Vice
Chairman, is retiring as a director at year-end. Mr. Hinrichs joined
WABCO, the Company's automotive unit, in 1959 in Brussels and held
various executive positions prior to his appointment as Senior Vice
President and a director in 1991.
Piscataway, NJ - December 27, 1999 - American Standard Companies Inc.
(NYSE:ASD) today announced that Mr. Shigeru Mizushima will retire from service
on the Company's Board of Directors at year-end. Mr. Mizushima, a business
consultant and previously President, Chief Operating Officer and Director of
Daido Hoxan Inc., Tokyo, Japan, has served as a director since 1988.
Piscataway, NJ - December 27, 1999 - American Standard Companies Inc.
(NYSE:ASD) today announced that Richard A. Kalaher is resigning his position as
Vice President, General Counsel and Secretary of the Company effective year-end.
Mr. Kalaher joined American Standard in 1994, overseeing the Company's global
legal, environmental and corporate affairs staff. In 1995, he played an
instrumental role in guiding American Standard's reemergence as a publicly
traded company.
