Item 8.01. Other Events

On January 22, 2009, A. O. Smith Corporation ("A. O. Smith") held a conference call in connection with the issuance of a news release announcing A. O. Smith's 2008 earnings, during which, among other things, a proposed transaction between
A. O. Smith and Smith Investment Company ("SICO") was discussed. On January 23, 2009, A. O. Smith posted to its website (http://www.aosmith.com) an audio replay of such conference call and slides used in conjunction with such conference call. A transcript of the conference call and copies of such slides are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

In connection with the proposed transaction between A. O. Smith and SICO, the parties intend to file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. Such documents, however, are not currently available. The joint proxy statement/prospectus will be mailed to stockholders of A. O. Smith and SICO. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the joint proxy statement/prospectus filed by A. O. Smith, without charge, at the SEC's website (http://www.sec.gov) once such documents are filed with the SEC. It will also be available on A. O. Smith's website (http://www.aosmith.com) by clicking on A. O. Smith Corporation, Investor Relations and then SEC filings. Copies of the joint proxy statement/prospectus can also be obtained, without charge, once they are filed with the SEC, by directing a request to A. O. Smith Corporation, Attention:
Investor Relations, 11270 West Park Place, Milwaukee, Wisconsin 53224.

A. O. Smith, SICO and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of A. O. Smith and SICO in connection with the proposed transaction. Information about the directors and executive officers of A. O. Smith and SICO and their respective interests in the proposed transaction will be available in the joint proxy statement/prospectus.

Item 9.01. Financial Statements and Exhibits

The following exhibits are being filed herewith:

(99.1) Conference call transcript of A. O. Smith Corporation, dated January 22, 2009.

(99.2) Slides of A. O. Smith Corporation to be used in conjunction with conference call, dated January 22, 2009.

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