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) January 24, 2005
WATSCO, INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-5581 | 59-0778222 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2665 South Bayshore Drive, Suite 901
Coconut Grove, Florida 33133
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (305) 714-4100
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ¨ | 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 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On January 24, 2005, Watsco, Inc. (the “Company”) appointed Robert H. Dickinson to the Company’s Board of Directors to fill a vacancy. Mr. Dickinson will not serve on any committees of the Board of Directors of the company before new committee assignments are determined in connection with the Company’s 2005 annual meeting of shareholders. Mr. Dickinson has been President and Chief Executive Officer of Carnival Cruise Lines since May 2003. He was President and Chief Operating Officer of Carnival Cruise Lines from May 1993 to May 2003. Mr. Dickinson currently serves as a member of the Board of Directors of Carnival Corporation and Carnival plc, the largest cruise vacation group in the world. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 7.01. Regulation FD Disclosure
The Company is attaching a copy of a press release dated January 28, 2005 as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release dated January 28, 2005 issued by Watsco, Inc. |
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.
| WATSCO, INC. | ||||
| Dated: January 28, 2005 | By: | /s/ Ana M. Menendez | ||
| Ana M. Menendez, | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated January 28, 2005 issued by Watsco, Inc. |
Exhibit 99.1
BOB DICKINSON APPOINTED TO
WATSCO’S BOARD OF DIRECTORS
MIAMI, FLORIDA, JANUARY 28, 2005 – Watsco, Inc. (NYSE: WSO) today announced the appointment of Robert (Bob) Dickinson to the Company’s Board of Directors.
Mr. Dickinson, 62, is President and Chief Executive Officer of Carnival Cruise Lines where he has served in various capacities of leadership over the last 33 years, including Senior Vice President – Sales & Marketing from 1979 to 1993 prior to becoming President. He is a member of the Board of Directors of Carnival Corporation and Carnival plc, the largest cruise vacation group in the world, and is active in a variety of industry and civic organizations.
Albert H. Nahmad, Watsco’s Chairman and Chief Executive Officer stated, “Bob brings years of hands on business-building experience and has been instrumental in the execution of the sales and marketing strategies that developed and sustain Carnival’s industry leading position. His skills and experience will add considerable value as Watsco executes its growth strategy in the HVAC marketplace.”
Watsco is the nation’s largest distributor of air conditioning, heating and refrigeration equipment and related products in the distribution segment of the HVAC industry, currently operating 344 locations serving over 33,000 customers in 31 states. The Company’s goal is to build a national network of locations that provide the finest service and product availability for HVAC contractors, assisting and supporting them as they serve the country’s homeowners and businesses. Additional information about Watsco may be found on the Internet at http://www.watsco.com.
This document contains ‘forward-looking’ statements within the meaning of the Private Securities Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in economic, business, competitive market, regulatory and other factors, including, without limitation, the effects of supplier concentration, competitive conditions within Watsco’s industry, the seasonal nature of sales of Watsco’s products and other risks. Forward-looking statements speak only as of the date the statement was made. Watsco assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Detailed information about these factors and additional important factors can be found in the documents that Watsco files from time to time with the Securities & Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K.