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 6, 2006 AFFINIA GROUP INTERMEDIATE HOLDINGS INC. AFFINIA GROUP INC. (Exact name of Registrant as specified in its charter) DELAWARE 333-128166-10 34-2022081 DELAWARE 333-128166 20-1483322 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 1101 TECHNOLOGY DRIVE, ANN ARBOR, MICHIGAN 48108 (Address of principal executive offices) (Zip Code) (734) 827-5400 (Registrant's telephone number, including area code) 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 240.13e-4(c)) ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. 5.02(b). On January 6, 2006, Mr. Gerald F. Willinger informed Affinia Group Intermediate Holdings Inc. and Affinia Group Inc. ( together, the "Company") and the Board of Directors of the Company that he was resigning from the Board of Directors effective January 6, 2006. Mr. Willinger did not resign as the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company's Board of Directors has no immediate plans to appoint a replacement for Mr. Willinger. 2 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. AFFINIA GROUP INTERMEDIATE HOLDINGS INC. AFFINIA GROUP INC. Date: January 11, 2006 By: /s/ Steven E. Keller ------------------------- Name: Steven E. Keller Title: General Counsel 3
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8-K Filing
Affinia Group Intermediate Inactive 8-KDeparture of Directors or Principal Officers
Filed: 11 Jan 06, 12:00am