Registration No.
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Registration Statement Under the Securities Act of 1933
ZURN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1040754
(State of incorporation) (IRS employer identification no.)
One Zurn Place, Erie, Pennsylvania 16505
(Address of principal executive offices) (Zip code)
ZURN INDUSTRIES, INC. 1995 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Dennis Haines, General Counsel and Secretary
One Zurn Place, Erie, Pennsylvania 16505
(Name and address of agent for service)
Telephone number, including area code, of agent for service 814-452-2111
Approximate date of proposed sale to the public:
From time to time after the effective date of this registration statement
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price fee
Common Stock, 150,000
$.50 Par Value shares $25.0625 $3,759,375 $1,296.34
(1) Based on the average of the high and low sales prices of the registrant's
common stock on the New York Stock Exchange on December 15, 1995 solely for
the purpose of calculating the registration fee.
-1-<PAGE>
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K ITEM 501(b)
Form S-8 Item
Number Caption Prospectus Location or Caption
1(a) General Plan Information Stock Option Plan-General Information,
Purpose, Duration, Administration;
Tax Aspects
1(b) Securities to be Offered Stock Option Plan-Securities Offered
1(c) Employees Who May Stock Option Plan-Eligibility for
Participate in the Plan Options
1(d) Purchase of Securities Stock Option Plan-Duration, Securities
Pursuant to the Plan and Offered, Terms and Conditions of
Payment for Securities Options, Change in Control of the
Offered Company, Adjustments in Event of
Recapitalization; or Not Applicable
1(e) Resale Restrictions Resale Restrictions
1(f) Tax Effects of Plan Tax Aspects
Participation
1(g) Investment of Funds Not Applicable
1(h) Withdrawal from the Plan- Stock Option Plan-Terms and Conditions
Assignment of Interest of Options-Nontransferability
1(i) Forfeitures and Penalties Stock Option Plan-Terms and Conditions
of Options-Term of Option, Exercise of
Option
1(j) Charges and Deductions and Not Applicable
Liens Therefor
2 Registrant Information Available Information; Documents
Incorporated by Reference
-2-<PAGE>
PROSPECTUS
ZURN INDUSTRIES, INC.
1995 DIRECTORS STOCK OPTION PLAN
150,000 Shares
Common Stock, $.50 Par Value
Offered as set forth herein under the
Zurn Industries, Inc. 1995 Directors Stock Option Plan
to nonemployee members of the Board of Directors of Zurn Industries, Inc.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus. Any information or
representation not contained herein must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute
an offer to sell any of the securities covered by this Prospectus by
the Company in any state to any person to whom it is unlawful for the
Company to make such offer. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company
since the date hereof or since the dates as of which information has
been incorporated herein.
The date of this Prospectus is December 20, 1995.
-3-<PAGE>
AVAILABLE INFORMATION
Zurn Industries, Inc. ("the Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith, files reports and other information with the Securities
and Exchange Commission.
Reports, proxy statements, and other information filed by the Company with the
Securities and Exchange Commission can be inspected and copied at, or copies
of such material can be obtained at prescribed rates from, the Public
Reference Section of the Commission, 450 Fifth Street N.W., Washington, DC
20549. These documents also can be inspected and copied at certain of the
following regional offices of the Securities and Exchange Commission:
Suite 1300, 7 World Trade Center, New York, New York 10048
Suite 200, 1401 Brickell Avenue, Miami, Florida 33131
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661
Suite 4800, 1801 California Street, Denver, Colorado 80202
11th Floor, 5670 Wilshire Boulevard, Los Angeles,
California 90036
The Company's Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange and reports, proxy statements, and other information
concerning the Company can be inspected at such exchanges.
A copy of any information incorporated by reference in this Prospectus,
excluding any exhibits thereto, will be provided without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered
upon written or oral request to:
Secretary of the Company
Zurn Industries, Inc.
One Zurn Place
Erie, Pennsylvania 16505
Telephone 814-452-2111
- -2- -4-<PAGE>
CONTENTS
Stock Option Plan
General Information 5
Purpose 5
Duration 5
Administration 5
Securities Offered 5
Eligibility for Options 6
Terms and Conditions of Options
Option Price 6
Payment 6
Term of Option 6
Exercise of Option 6
Nontransferability 6
Change in Control of the Company 7
Adjustments in Event of Recapitalization 8
Resale of Restrictions 8
Tax Aspects 9
Documents Incorporated by Reference 9
Director Indemnification 9
-5- -3-<PAGE>
[Intentionally Blank]
- -4- -6-<PAGE>
STOCK OPTION PLAN
GENERAL INFORMATION
The Zurn Industries, Inc. 1995 Directors Stock Option Plan (the "Plan") of
Zurn Industries, Inc. (the "Company"), One Zurn Place, Erie, Pennsylvania
16505 provides for the distribution of nonqualified options to purchase shares
of the Common Stock, $.50 par value, of the Company to nonemployee members of
the Board of Directors of the Company.
PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
shareholders by affording to directors of the Company, upon whose judgment and
experience the Company is dependent for the successful administration of its
business, the incentive advantages inherent in stock ownership, to the end
that the Company may attract and retain them as directors.
DURATION
The Plan will terminate on August 31, 2005, unless it is terminated prior
thereto by the Board of Directors of the Company, but termination shall not
impair the validity of options then outstanding.
The Board of Directors may amend the Plan, provided that, except for
adjustments in the event of recapitalization, no amendment shall (1) impair
any option theretofore distributed under the Plan, (2) change the option
price, or (3) without the approval of shareholders, increase the number of
shares of common stock authorized to be optioned and sold or change the number
of shares which may be purchased pursuant to an option.
ADMINISTRATION
The Plan is administered by the Board of Directors of the Company who are
elected by the shareholders of the Company. The present members of the Board
of Directors are:
Zoe Baird Michael K. Brown
William E. Butler Edward J. Campbell
Robert D. Neary David W. Wallace
Robert R. Womack
Information about the Plan and its administration may be obtained from the
Secretary of the Company, Zurn Industries, Inc., One Zurn Place, Erie,
Pennsylvania 16505 (telephone 814-452-2111).
SECURITIES OFFERED
Pursuant to the provisions of the Plan, options with respect to 150,000 shares
(subject to adjustment as described under the caption "Adjustments In Event Of
Recapitalization") of the Company's Common Stock, $.50 par value, may be
distributed. Shares issued upon exercise of an option may be authorized and
unissued or may have been issued and reacquired and held in the treasury of
the Company. Any shares which have been subject to an option which expires or
is terminated unexercised shall again be available for distributing options.
-7- -5-<PAGE>
Provisions that could have the effect of delaying, deferring, or preventing a
change in control of the Company are described in this Prospectus under the
caption "Change In Control Of The Company" and in the description of Preferred
Share Purchase Rights contained in the Form 8-A/A Registration Statement
Amendment No. 1 dated June 27, 1995 which is incorporated herein by reference.
ELIGIBILITY FOR OPTIONS
Each member of the Board of Directors of the Company who was not an employee
of the Company or one of its subsidiaries during the six-month period
preceding the date options are distributed shall receive on the first business
day following the final adjournment of the Company's annual meetings of
shareholders during the term of the Plan an option to purchase 2,000 shares of
the Company's common stock provided there is a sufficient number of shares
available; otherwise, the number of shares shall be prorated.
TERMS AND CONDITIONS OF OPTIONS
OPTION PRICE The option price shall be the closing price of the common stock
of the Company on the New York Stock Exchange on the day prior to the day the
option is distributed or, if no sale of the Company's common stock shall have
been made on that exchange on that day, on the next preceding day on which
there was a sale (Fair Market Value). In no event shall the purchase price be
less than the par value of the shares.
PAYMENT Payment for all shares shall be made in cash or with common stock of
the Company, or a combination of both, delivered at the time that an option,
or any part thereof, is exercised. No shares shall be issued until full
payment therefor has been made. Common stock of the Company used as payment
shall have been owned by the optionee not less than six months preceding the
date the option is exercised and shall be valued at its Fair Market Value.
TERM OF OPTION The duration of stock options shall be ten years from the date
of distribution.
EXERCISE OF OPTION No option shall be exercised prior to six months after the
date on which the option was distributed. While an optionee is a Director of
the Company and in the case of an optionee who ceases to be a Director of the
Company by reason of retirement, full and complete disability, or death, an
option may be exercised prior to its expiration only by the optionee or, in
the case of death, by the executor or administrator of the optionee's estate
or by a person who acquired the right to exercise such option by bequest or
inheritance. All option privileges continue for five years after retirement,
full and complete disability, or death, but not after the expiration of the
option term. Otherwise, an exercisable option may only be exercised within
the ninety day period after an optionee ceases to be a Director of the
Company.
NONTRANSFERABILITY An option shall not be transferable by the optionee other
than by will or by the laws of descent and distribution.
- -6- -8-<PAGE>
CHANGE IN CONTROL OF THE COMPANY
Notwithstanding any other provisions in the Plan or the terms of any option
distributed pursuant to the Plan, in the event of a change in control, each
optionee may, during the period of thirty days following the change in
control, require the Company to purchase outstanding options distributed more
than six months before the change in control from the optionee at a purchase
price equal to the excess of the market value per share over the option price
multiplied by the number of shares subject to such options specified by the
optionee for purchase in a written notice to the Company, attention of the
Secretary. For purposes of this paragraph, market value per share shall mean
the higher of (1) the average of the highest sales price per share of the
Company's common stock on the New York Stock Exchange Composite Tape on each
of the five trading days immediately preceding the date the optionee so
notifies the Company and (2) the highest price, if any, offered in connection
with a change in control. The amount paid to each optionee by the Company
shall be in cash or by certified check and shall be reduced by any taxes
required to be withheld.
A Change in Control shall be deemed to occur if: (1) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended [the "Exchange Act"], other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or any Company owned, directly or indirectly, by the Shareholders of
the Company in substantially the same proportions as their ownership of stock
of the Company), becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; (2) during any period of two
consecutive years (not including any period prior to the distribution of an
option) individuals who at the beginning of such period constitute the Board,
and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described
in clauses (1), (3) or (4) of this paragraph) whose election by the Board or
nomination for election by the Company's Shareholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to constitute a
majority thereof; (3) the Shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than (a) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (b) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than 50% of the
combined voting power of the Company's then outstanding securities; or (4) the
Shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
-9- -7-<PAGE>
ADJUSTMENTS IN EVENT OF RECAPITALIZATION
If the Company shall issue any additional shares of common stock by way of
stock dividend, stock split, subdivision or reclassification of shares of
outstanding common stock, then in any of those events the aggregate number of
shares subject to the Plan, and the number of shares and the option price per
share of all stock subject to outstanding options shall be adjusted in order
to appropriately reflect such capitalization changes.
Upon any merger of one or more corporations into the Company or after any
consolidation in which the Company shall be the surviving corporation, each
optionee shall, at no cost, be entitled, upon any exercise of an option, to
receive (subject to any required action by the Shareholders) in place of the
shares of the Company as to which such option shall have been exercised, the
number and class of stock or other securities to which such option shall be
entitled pursuant to the terms of the agreement of merger or consolidation.
The Board of Directors has the right to make, in its sole discretion, any
adjustment required to equitably reflect any changes in the number or kind of
shares to which the optionee would be entitled under the terms of such
agreement of merger or consolidation had the option been exercised at the time
of such merger or consolidation. Anything herein contained to the contrary
notwithstanding, in the event (1) the Company shall be liquidated or
dissolved, (2) the Company shall be a party to a merger or consolidation in
which the Company will not be the surviving corporation, or (3) the Company
shall sell substantially all of its assets and business to another corporation
for a consideration consisting principally of shares or other securities of
the purchasing corporation which are to be distributed among the Shareholders
of the Company (other than dissenting Shareholders), then in any of these
events the Board of Directors, prior to the consummation of such dissolution,
merger, consolidation or sale of assets, shall make every reasonable effort to
advise the holders of outstanding options that such transaction is imminent,
and shall in the case of liquidation, and may in the case of such merger,
consolidation or sale of assets, in its sole discretion, fix a date and notify
the optionees thereof, at least thirty days prior thereto, on or prior to
which, but not thereafter, the optionees may exercise the options in respect
of any or all of the shares then remaining unpurchased.
RESALE RESTRICTIONS
Persons who may be deemed to be affiliates of the Company at the time shares
acquired by the exercise of stock options are offered for sale may not sell
such shares unless (1) a registration statement covering such shares has been
filed and is effective in accordance with the Securities Act of 1933, as
amended, and the rules and regulations of the Securities and Exchange
Commission or (2) such persons have complied with Rule 144 of such rules and
regulations or the conditions of any other exemption from registration which
may be available under such Act.
- -8- -10-<PAGE>
TAX ASPECTS
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and it is not qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended.
The distribution of stock options will not result in taxable income for the
optionee or in a deduction for the Company. The exercise of a stock option
will result in ordinary income for the optionee and a deduction for the
Company measured by the difference between the option price and the fair
market value of the shares received at the time that the option is exercised.
Taxable income recognized by an optionee is self-employment income subject to
Social Security tax, up to an annual earnings maximum, and Medicare tax.
The tax basis of shares of the Company's common stock purchased with cash on
exercise of a stock option is the fair market value of the shares on the date
the option is exercised. If payment on exercise of an option is made by
delivery of common stock of the Company, the number of shares received equal
to the number of shares delivered will retain the tax basis of the shares
delivered and any additional shares received will have a tax basis equal to
their fair market value on the date the option is exercised.
The holding period for determining if any gain or loss realized on the sale of
shares of the Company's common stock acquired through the exercise of a stock
option is a short-term or long-term gain or loss for federal income tax
purposes commences with the date on which the option is exercised.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended March 31, 1995
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, and all documents subsequently filed by the Company with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Act are incorporated by reference in this Prospectus.
DIRECTOR INDEMNIFICATION
The Company's Articles of Incorporation and Bylaws provide that, to the
fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect
on January 27, 1987, or as thereafter amended, permit the elimination or
limitation of liability of directors, no director of the Company shall be
personally liable for monetary damages as such for any action taken or any
failure to take any action as a director. Also, the Company maintains a
directors and officers liability insurance policy covering all of its
directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that, in the
-11- -9-<PAGE>
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director in the successful defense of any action, suit,
or proceeding) is asserted by such director in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.
- -10- -12-<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended March 31, 1995
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, is incorporated herein by reference.
All documents subsequently filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing such documents.
ITEM 4 - DESCRIPTION OF SECURITIES
The securities to be offered have been registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The first paragraph under the caption "Director Indemnification" contained in
the Prospectus forming Part I of this registration statement is incorporated
herein by reference.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 - EXHIBITS
The exhibits listed in the Exhibit Index to this registration statement are
incorporated herein by reference.
ITEM 9 - UNDERTAKINGS
The undersigned registrant hereby undertakes (1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement, (2)
that, for purposes of determining any liability under the Securities Act of
1933, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
-13-<PAGE>
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof, and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The second paragraph under the caption "Director Indemnification" contained in
the Prospectus forming Part I of this registration statement is incorporated
herein by reference.
-14-<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Erie, Commonwealth of Pennsylvania,
on December 20, 1995.
ZURN INDUSTRIES, INC.
(Registrant)
/s/ R.R. Womack
Robert R. Womack
Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ R.R. Womack Director, Chairman, and December 20, 1995
Robert R. Womack Chief Executive Officer
/s/ John R. Mellett Senior Vice President- December 20, 1995
John R. Mellett Chief Financial Officer
/s/ John E. Rutzler III Vice President-Controller December 20, 1995
John E. Rutzler III
By Dennis Haines for the following Directors:
Zoe Baird William E. Butler Edward J. Campbell
Robert D. Neary David W. Wallace
/s/ Dennis Haines Attorney In Fact December 20, 1995
Dennis Haines
-15-<PAGE>
EXHIBIT INDEX
4 Instruments Defining the Rights of Security Holders,
Including Indentures
Description of Common Stock contained in the prospectus Incorporated
dated July 26, 1972 beginning on page 18 ("Description of by reference
Capital Stock") forming a part of Amendment No. 3 to the
Form S-1 Registration Statement No. 2-44631
Description of Common Stock as set forth in the Restated Incorporated
Articles of Incorporation with Amendments through by reference
August 7, 1987 filed as Exhibit 19A to Form 10-Q for
the quarter ended September 30, 1987
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A/A Registration Statement Amendment No. 1 by reference
dated June 27, 1995
5 Opinion Re Legality
Opinion of Thorp, Reed & Armstrong, Counsel for the
Company, as to the legality of the securities being
registered
23 Consents of Experts and Counsel
Consent of Thorp, Reed & Armstrong, Counsel for the Included in
Company Exhibit 5
Consent of Independent Auditors
24 Power of Attorney
Powers Of Attorney signed on October 30, 1995 by Z. Baird,
W.E. Butler, E.J. Campbell, R.D. Neary, and D.W. Wallace
99 Additional Exhibits
Annual Report on Form 10-K for the year Incorporated
ended March 31, 1995 by reference
1995 Directors Stock Option Plan
-16-
EXHIBIT 5 - OPINION AND CONSENT OF THORP, REED & ARMSTRONG
THORP, REED & ARMSTRONG
One Riverfront Center
Pittsburgh, Pennsylvania 15222-4895
Telephone (412) 394-7711 Telecopier (412) 394-2555
December 20, 1995
Zurn Industries, Inc.
One Zurn Place
P. O. Box 2000
Erie, Pennsylvania 16514-2000
Gentlemen:
We have acted as counsel to Zurn Industries, Inc. (the "Company") in
connection with the preparation of the Registration Statement to be filed by
the Company under the Securities Act of 1933 on Form S-8 for the registration
of 150,000 shares of Common Stock, $.50 par value, of the Company to be issued
upon the exercise of stock options granted under the Company's 1995 Directors
Stock Option Plan (the "Plan") described in the prospectus included within
such Registration Statement (the "Prospectus").
In connection with this opinion, we have reviewed and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of Articles of Incorporation and the By-Laws of the Company,
copies of the Plan, and such other documents, corporate records and
certificates of public officials and other instruments as we have deemed
necessary or advisable as the basis for the opinion herein expressed.
Based upon the foregoing, we are of the opinion that the Common
Stock reserved for issuance under the Plan has been duly authorized and, upon
issuance and delivery of the 150,000 shares described in the Prospectus in
accordance with the terms of the Plan, such shares will be legally issued,
fully-paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement of the Company on Form S-8.
Very truly yours,
/s/ Thorp, Reed & Armstrong
#229480
-17-
EXHIBIT 23 - CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 18, 1995 with respect to the consolidated
financial statements and financial statement schedule incorporated by
reference or included in the Annual Report on Form 10-K of Zurn Industries,
Inc. for the year ended March 31, 1995.
/s/ Ernst & Young LLP
Erie, Pennsylvania
December 20, 1995
-18-
EXHIBIT 24
POWERS OF ATTORNEY
Each person whose name appears below hereby authorizes Dennis Haines and John
E. Rutzler III, severally, to execute in the name of each such person, and to
file with the Securities and Exchange Commission registration statements on
Form S-8, or amendments to such registration statements which may make such
changes as each of the above named attorneys deems appropriate, with all
exhibits and other related documents, all as necessary or advisable to enable
Zurn Industries, Inc. (the "Registrant") to comply with the Securities Act of
1933, as amended, and any applicable rules, regulations, and requirements of
the Securities and Exchange Commission, in connection with the registration of
securities for the Zurn Industries, Inc. 1995 Directors Stock Option Plan, the
Zurn Retirement Savings Plan, and the Zurn/NEPCO Retirement Savings Plan.
Signed on the 30th day October 1995:
/s/ William E. Butler /s/ Zoe Baird
William E. Butler Zoe Baird
/s/ Edward J. Campbell /s/ Robert D. Neary
Edward J. Campbell Robert D. Neary
/s/ David W. Wallace
David W.Wallace
-19-
EXHIBIT 99 - 1995 DIRECTORS STOCK OPTION PLAN
I. PURPOSE
The Zurn Industries, Inc. 1995 Directors Stock Option Plan (the "1995
Plan") is intended to advance the interests of Zurn Industries, Inc. (the
"Company") and its Shareholders by affording to directors of the Company,
upon whose judgment and experience the Company is dependent for the
successful administration of its business, the incentive advantages
inherent in stock ownership, to the end that the Company may attract and
retain them as directors.
II. OPTIONS
The Shareholders of the Company have authorized the distribution of
options with respect to no more than 150,000 shares of Common Stock of
the Company subject to adjustment as provided in Section V. Such shares
may be authorized and unissued or may have been issued and reacquired and
held in the Treasury of the Company. Any shares which have been subject
to an option which for any reason expires or is terminated unexercised
shall again be available for options.
Each nonemployee member of the Company's Board of Directors shall be a
Participant in the 1995 Plan. No person who is also an employee of the
Company or one of its subsidiaries shall be a Participant except with
respect to any options received prior to becoming such an employee.
Each Participant who was not an employee of the Company or of one of its
subsidiaries during the six-month period preceding the date options are
distributed shall receive on the first business day following the final
adjournment of the Company's Annual Meetings of Shareholders during the
term of the 1995 Plan an option to purchase 2,000 shares of the Company's
Common Stock provided there is a sufficient number of shares available;
otherwise, the number of shares shall be prorated.
The holder of an option shall, as such, have none of the rights of a
Shareholder.
III. TERMS AND CONDITIONS OF OPTIONS
Option Price
The option price shall be the closing price of the Common Stock of the
Company on The New York Stock Exchange on the day prior to the day the
option is distributed or, if no sale of the Company's Stock shall have
been made on that Exchange on that day, on the next preceding day on
which there was a sale (Fair Market Value). In no event shall the
purchase price be less than the par value of the shares.
-20-<PAGE>
Payment
Payment for all shares shall be made in cash or with Common Stock of the
Company or a combination of both delivered at the time that an option, or
any part thereof, is exercised. No shares shall be issued until full
payment therefor has been made. Common Stock of the Company used as
payment shall have been owned by the optionee not less than six months
preceding the date the option is exercised and shall be valued at its
Fair Market Value.
Term Of Option
The duration of stock options shall be ten years from the date of
distribution.
Exercise Of Option
No option shall be exercised prior to six months after the date on which
the option was distributed. While an optionee is a Director of the
Company and in the case of an optionee who ceases to be a Director of the
Company by reason of retirement, full and complete disability, or death,
an option may be exercised prior to its expiration only by the optionee
or, in the case of death, by the executor or administrator of the
optionee's estate or by a person who acquired the right to exercise such
option by bequest or inheritance. All option privileges continue for
five years after retirement, full and complete disability, or death, but
not after the expiration of the option term. Otherwise, an exercisable
option may only be exercised within the ninety day period after an
optionee ceases to be a Director of the Company. An option shall not be
transferable by the optionee other than by will or by the laws of descent
and distribution.
IV. CHANGE IN CONTROL OF THE COMPANY
Notwithstanding any other provisions in the 1995 Plan or the terms of any
option distributed pursuant to the 1995 Plan, in the event of a change in
control, each optionee may, during the period of thirty days following
the change in control, require the Company to purchase outstanding
options distributed more than six months before the change in control
from the optionee at a purchase price equal to the excess of the market
value per share over the option price multiplied by the number of shares
subject to such options specified by the optionee for purchase in a
written notice to the Company, attention of the Secretary. For purposes
of this paragraph, market value per share shall mean the higher of (1)
the average of the highest sales price per share of the Company's Common
Stock on The New York Stock Exchange Composite Tape on each of the five
trading days immediately preceding the date the optionee so notifies the
Company and (2) the highest price, if any, offered in connection with a
change in control. The amount paid to each optionee by the Company shall
be in cash or by certified check and shall be reduced by any taxes
required to be withheld.
-21-<PAGE>
A Change in Control shall be deemed to occur if: (1) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended [the "Exchange Act"], other than the Company, any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any Company owned, directly or indirectly, by the
Shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company), becomes the "beneficial owner"
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% or more of
the combined voting power of the Company's then outstanding securities;
(2) during any period of two consecutive years (not including any period
prior to the distribution of an option) individuals who at the beginning
of such period constitute the Board, and any new director (other than a
director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clauses (1), (3) or (4)
of this paragraph) whose election by the Board or nomination for election
by the Company's Shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination
for election was previously so approved cease for any reason to
constitute a majority thereof; (3) the Shareholders of the Company
approve a merger or consolidation of the Company with any other company,
other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50%
of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined
voting power of the Company's then outstanding securities; or (4) the
Shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
V. ADJUSTMENTS IN EVENT OF RECAPITALIZATION
If the Company shall issue any additional shares of Common Stock by way
of stock dividend, stock split, subdivision or reclassification of shares
of outstanding Common Stock, then in any of those events the aggregate
number of shares subject to the 1995 Plan, and the number of shares and
the option price per share of all stock subject to outstanding options
shall be adjusted in order to appropriately reflect such capitalization
changes.
Upon any merger of one or more corporations into the Company or after any
consolidation in which the Company shall be the surviving corporation,
each optionee shall, at no cost, be entitled, upon any exercise of an
option, to receive (subject to any required action by the Shareholders)
in place of the shares of the Company as to which such option shall have
been exercised, the number and class of stock or other securities to
which such option shall be entitled pursuant to the terms of the
-22-<PAGE>
agreement of merger or consolidation. The Board of Directors has the
right to make, in its sole discretion, any adjustment required to
equitably reflect any changes in the number or kind of shares to which
the optionee would be entitled under the terms of such agreement of
merger or consolidation had the option been exercised at the time of such
merger or consolidation. Anything herein contained to the contrary
notwithstanding, in the event (1) the Company shall be liquidated or
dissolved, (2) the Company shall be a party to a merger or consolidation
in which the Company will not be the surviving corporation, or (3) the
Company shall sell substantially all of its assets and business to
another corporation for a consideration consisting principally of shares
or other securities of the purchasing corporation which are to be
distributed among the Shareholders of the Company (other than dissenting
Shareholders), then in any of these events the Board of Directors, prior
to the consummation of such dissolution, merger, consolidation or sale of
assets, shall make every reasonable effort to advise the holders of
outstanding options that such transaction is imminent, and shall in the
case of liquidation, and may in the case of such merger, consolidation or
sale of assets, in its sole discretion, fix a date and notify the
optionees thereof, at least thirty days prior thereto, on or prior to
which, but not thereafter, the optionees may exercise the options in
respect of any or all of the shares then remaining unpurchased.
VI. ADMINISTRATION OF THE 1995 PLAN
The 1995 Plan shall be administered by the Board of Directors of the
Company which shall construe and interpret the 1995 Plan. The 1995 Plan
may be terminated, except with respect to outstanding options, at any
time by the Board of Directors.
The Board of Directors may amend the 1995 Plan provided that, subject to
the provisions of Section IV, no amendment shall (1) impair any option
theretofore distributed under the 1995 Plan, (2) change the option price,
or (3) without the approval of Shareholders, increase the number of
shares of Common Stock authorized to be optioned and sold or change the
number of shares which may be purchased pursuant to an option.
VII. EFFECTIVE DATE AND TERM OF 1995 PLAN
The 1995 Plan shall be effective on August 4, 1995, and shall terminate
August 31, 2005. However, termination shall not impair the validity of
outstanding options nor shall it affect the authority of the Board of
Directors to administer the 1995 Plan after August 31, 2005, or earlier
termination date, to the extent that it relates to those options which
remain outstanding beyond such date.
-23-
