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) May 31, 2005 ALBANY INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16214 14-0462060 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1373 Broadway, Albany, New York 12204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 445-2200 None - -------------------------------------------------------------------------------- (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 A copy of the Company press release announcing the adoption of a written trading plan under rule 10b5-1 is filed as Exhibit 99.1 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 ------------------------------- Name: Michael C. Nahl Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: June 1, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 News release dated May 31, 2005.
Exhibit 99.1 ALBANY INTERNATIONAL ANNOUNCES APPROVAL OF 10b5-1 PLAN Albany, New York, May 31, 2005 -- Albany International Corp. (NYSE/PSE/FWB:AIN) announced today that it has adopted a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of its common stock pursuant to the Company's previously announced share repurchase authorization. A broker or brokers selected by the Company will have the authority under terms and limitations specified in the plan to repurchase shares on behalf of the Company, up to the 1,053,100 shares remaining under the existing repurchase authorization. Under the terms of the plan, there can be no assurance that any shares will in fact be purchased. Purchases may be made under the plan beginning June 4, 2005. The latest date on which the plan will terminate is July 26, 2005. A 10b5-1 plan allows the Company to repurchase shares at times when it would ordinarily not be in the market because of the Company's trading policies. The Company would remain authorized to purchase shares after the termination of the 10b5-1 plan, without further announcement, to the extent that fewer than 1,053,100 shares are purchased under the 10b5-1 plan. 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. Founded in 1895, the Company is headquartered in Albany, New York, and employs approximately 5,700 people worldwide. The Company's plants are strategically located to serve its global customers. Additional information about the Company and its businesses and products is available at http://www.albint.com.