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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) March 6, 2006
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
Attached to this Current Report as Exhibit 99.1 is a copy of a news release for
Albany International Corp. dated March 6, 2006 titled "Albany International
Corp. Announces Proposed Sale of Notes and Authorization of Share Repurchases."
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
99.1 News release dated March 6, 2006 titled "Albany International
Corp. Announces Proposed Sale of Notes and Authorization of
Share Repurchases."
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: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: March 6, 2006
Index to Exhibits
Exhibit Number Description of Document
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99.1 Registrant's news release dated March 6, 2006 titled "Albany
International Corp. Announces Proposed Sale of Notes and
Authorization of Share Repurchases."
Exhibit 99.1
Albany International Corp. Announces Proposed Sale of Notes and Authorization of
Share Repurchases
Albany, New York, March 6, 2006 -- Albany International Corp. (NYSE: AIN;
PCX, FWB) announced today that, subject to market conditions and other factors,
it plans to offer $150 million of convertible senior notes due 2026 in a private
offering. As part of the offering, the Company will grant the initial purchasers
of the notes a 13-day option, solely to cover over-allotments, to purchase up to
an additional aggregate $30 million of the notes.
In January 2006, the Company announced that the Board of Directors
increased the Company's authorization to repurchase shares of the Company's
Class A common stock to 3.5 million shares, and the Company has already
repurchased 663,700 of such shares. The Company expects to use the net proceeds
from this offering to repurchase shares under this authorization, in the open
market from time to time or through private transactions, as well as to pay the
costs associated with the convertible note hedge and warrant transactions
described below. The
Company expects to commence share repurchase activity concurrently with this
offering. Some share repurchase transactions may be with investors in the notes
offered hereby. Any such repurchases, however, are subject at all times to the
availability of such shares at prices and in quantities considered by the
Company to be advantageous to the Company's long-term shareholders. Such
repurchase activity may therefore not be concluded for some time after the
offering is concluded, if at all. Any net proceeds not used for the foregoing
purposes will be used for general corporate purposes.
The notes will be convertible upon the occurrence of specified events and
on or after February 15, 2013, into cash up to the principal amount of notes to
be converted and shares of the Company's Class A common stock with respect to
the remainder, if any, of the Company's conversion obligation. The notes will be
pari passu with the Company's existing and future senior indebtedness, be senior
to the Company's future subordinated debt, if any, and be effectively
subordinated to the debt and other obligations of the Company's subsidiaries.
In connection with the offering, the Company plans to enter into
convertible note hedge and warrant transactions in respect of its Class A common
stock with affiliates of certain of the initial purchasers of the notes. These
transactions are intended to reduce the potential dilution upon future
conversion of the notes by providing the Company with the option, subject to
certain exceptions, to acquire shares that offset the delivery of newly issued
shares upon settlement of conversion of the notes. The other parties to such
transactions have advised the Company that they or their affiliates expect to
enter into various over-the-counter derivative transactions with respect to
shares of the Company's Class A common stock contemporaneously or shortly after
the pricing of the notes. In addition, the parties or their affiliates may
continue to purchase and
may sell shares of the Company's Class A common stock in secondary market
transactions and may enter into or unwind derivative transactions following the
pricing of the notes.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of the notes or the Class A
common stock issuable upon conversion of the notes in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful. The notes will be
offered only to qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). The notes and the
shares of Class A common stock issuable upon conversion of the notes have not
been registered under the Securities Act or any state securities laws, and may
not be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from the registration requirements.
Albany International is the world's largest producer of paper machine
clothing 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 5,900 people worldwide. Additional
information about the Company and its businesses and products is available at
http://www.albint.com.
Forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
statements are based on current expectations and are subject to various risks
and uncertainties, including, but not limited to, economic conditions affecting
the paper industry and other risks and uncertainties set forth in the Company's
2005 Annual Report on Form 10-K and subsequent filings with the U.S. Securities
and Exchange Commission.
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