-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I9T1PwV9DBT6Ao4xJ2mIgwwZxNfqW3ozDXarPM6t/0JdwxSAl6yyG7fHgs6zh9vh c1JT0ozNzenFNlsqOb4N5Q== 0000005850-99-000014.txt : 19991018 0000005850-99-000014.hdr.sgml : 19991018 ACCESSION NUMBER: 0000005850-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991007 ITEM INFORMATION: FILED AS OF DATE: 19991014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STANDARD INC CENTRAL INDEX KEY: 0000005850 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 250900465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00470 FILM NUMBER: 99727965 BUSINESS ADDRESS: STREET 1: ONE CENTENNIAL AVE STREET 2: P O BOX 6820 CITY: PISCATAWAY STATE: NJ ZIP: 08855-6820 BUSINESS PHONE: 9089806000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036-7776 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RADIATOR & STANDARD SANITARY CO DATE OF NAME CHANGE: 19670620 8-K 1 EVENTS REPORT 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 ------------------- 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 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 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. EX-99 2 NEW CHAIRMAN, CEO 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. EX-99 3 SALE OF MEDICAL SYSTEMS GROUP 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. EX-99 4 NEW MEMBER - BOARD OF DIRECTORS 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. -----END PRIVACY-ENHANCED MESSAGE-----