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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 7, 2006

 

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AMERICAN STANDARD COMPANIES INC.

(Exact name of registrant as specified in its charter)

 

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Delaware		1-11415		13-3465896
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer 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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

 

¨	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

At the July 7, 2006 meeting of the Board of Directors of American Standard Companies Inc. (the “Company”), the Board approved, upon recommendation by the Management Development and Compensation Committee (the “Committee”), changes to several of the Company’s compensation plans to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All of the Company’s plans that provide benefits, compensation or other features that could constitute deferred compensation as defined in Section 409A have been operated in good faith compliance with Section 409A since January 1, 2005. At this time, the Company is formally amending those plans that have not previously been amended to comply with Section 409A. Changes to the plans included ensuring that the timing of deferral elections, changes to such elections and distributions of deferred compensation were in compliance with Section 409A.

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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.

 

DATE: July 10, 2006