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.
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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.
AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
AFFINIA GROUP INC.
Date: January 11, 2006 By: /s/ Steven E. Keller
-------------------------
Name: Steven E. Keller
Title: General Counsel
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