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) February 18, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (a) At a regular meeting on February 18, 2005, the following persons were designated as the nominees of the Board of Directors for election as directors of the Registrant at the 2005 Annual Meeting of Stockholders: Frank R. Schmeler Thomas R. Beecher, Jr. Francis L. McKone Joseph G. Morone Christine L. Standish Erland E. Kailbourne John C. Standish Juhani Pakkala Paula H. J. Cholmondeley All of such persons are currently serving as members of the Board of Directors. Two incumbent directors, Hugh J. Murphy and Barbara P. Wright, declined to stand for re-election. (b) At a regular meeting on February 18, 2005, Paula H. J. Cholmondeley was elected as a member of the Board of Directors of the Registrant. Ms. Cholmondeley was also appointed as a member of the Audit Committee and designated as a "financial expert" under the rules of the Securities and Exchange Commission. A copy of the Company's press release announcing Ms. Cholmondeley's election 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: Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 24, 2005
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 News release dated February 18, 2005.
Exhibit 99.1 PAULA H. J. CHOLMONDELEY ELECTED TO ALBANY INTERNATIONAL BOARD OF DIRECTORS Albany, New York, February 18, 2005 - Albany International Corp. (NYSE/PSE/FWB:AIN) announced today that Paula H. J. Cholmondeley had been elected to its Board of Directors, increasing the number of directors to eleven. Ms. Cholmondeley, a certified public accountant, was also appointed a member of the Company's Audit Committee and designated as a "financial expert" under the rules of the Securities and Exchange Commission. Ms. Cholmondeley, 57, most recently served as a Vice President and General Manager of Sappi Fine Papers, North America, responsible for the Specialty Products Division. Previously, she served in executive and financial positions in a number of major corporations, including Owens Corning, the Faxon Company, Blue Cross of Greater Philadelphia, and Westinghouse Elevator Company. She also served as a White House Fellow assisting the U.S. Trade Representative during the Reagan Administration. Ms. Cholmondeley is an alumna of Howard University and received a Masters degree in accounting from the University of Pennsylvania Wharton School of Finance. She is also a full-time director and serves on the Board of Directors of four other publicly traded companies: Terex Corporation, Ultralife Batteries, Inc., Minerals Technologies Inc., and Dentsply International. She is also an independent trustee of Gartmore Capital, a mutual fund. Albany International is the world's largest producer of paper machine clothing and high performance doors with manufacturing plants strategically located to serve its customers throughout the world. Additional information about the Company and its businesses and products is available at www.albint.com.