Donaldson Company, Inc. Form 8-K dated 9/3/2004

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): September 3, 2004



DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)




Delaware

1-7891

41-0222640

(State or other jurisdiction

of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)


1400 West 94th Street

_______________Minneapolis, MN 55431_______________

(Address of principal executive offices)



____________________(952) 887-3131____________________

Registrant’s telephone number, including area code



____________________Not Applicable____________________

(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):

[  ] 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))








Item 8.01.

Other Events.

On September 7, 2004, Donaldson Company, Inc. (the “Company”) announced that it repurchased three million shares, or approximately 3.5 percent, of its outstanding common stock after the market closed on September 3, 2004.  The Company also announced that it has amended and restated its existing $150 million three year credit agreement that was to mature on September 27, 2005.  A copy of the press release that discusses these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits.

99.1

Press Release, dated September 7, 2004, issued by Donaldson Company, Inc.

  
















SIGNATURE


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, hereunto duly authorized.

Date:  September 7, 2004


DONALDSON COMPANY, INC
 
 
 
By: /s/  Thomas R. VerHage                             
  Name: Thomas R. VerHage
  Title:    Vice President and Chief
              Financial Officer



EXHIBIT INDEX


Exhibit No.

Description


99.1

Press Release, dated September 7, 2004, issued by Donaldson Company, Inc.