ZURN INDUSTRIES INC
8-K, 1996-10-22
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                                   FORM 8-K
                                CURRENT REPORT

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                               October 22, 1996  




                             ZURN INDUSTRIES, INC.


                                                                 IRS Employer
    State of                      Commission                    Identification
  Incorporation                   File Number                       Number    
  Pennsylvania                      1-5502                       25-1040754


                                  Address and
                               Telephone Number
                                One Zurn Place
                           Erie, Pennsylvania  16505
                                 814-452-2111


   





                                      -1-<PAGE>



ITEM 5 - OTHER EVENTS

The Company's news release dated October 15, 1996 announcing it has agreed to
terms under which its Mechanical Power Transmission Group will be purchased by
Constellation Capital Partners LLC is incorporated herein by reference.


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                ZURN INDUSTRIES, INC.



October 22, 1996                                /s/ John E. Rutzler III
                                                John E. Rutzler III
                                                Vice President-Controller


                                 EXHIBIT INDEX

20  Other Documents or Statements to Security Holders
    News Release dated October 15, 1996























                                      -2-


                                  EXHIBIT 20

                                                      FOR IMMEDIATE RELEASE
                                                      October 15, 1996

ZURN MECHANICAL POWER TRANSMISSION TO BE
ACQUIRED BY CONSTELLATION CAPITAL PARTNERS 

Erie, PA...Zurn Industries, Inc. (NYSE: ZRN) and Constellation Capital
Partners LLC announced today that the two companies have agreed to terms under
which Zurn's Mechanical Power Transmission Group will be purchased by
Constellation Capital Partners.  Headquartered in Erie, Pennsylvania with
operations in LaGrange, Illinois and Woodbridge, New Jersey,  Mechanical Power
Transmission is a leading manufacturer of clutches, couplings and universal
joints used in industrial applications.  

Announcing the agreement,  Zurn Chairman Robert R. Womack said, "This
agreement is beneficial to the Mechanical Power Transmission business and its
employees, to the community, and to our shareholders.  Mechanical Power
Transmission is a good business, run by good people and the new ownership will
enhance their prospects for growth.  In addition, we are pleased that the
business will continue to be based in its present facilities.  Looking to the
future, we welcome the opportunities this transaction will provide for Zurn
management to invest in the growth of Zurn's water control businesses and to
deliver increased value to our shareholders." 

Philip Knisely, President of Constellation Capital, commented, "Mechanical
Power Transmission (MPT) represents an excellent platform for growth both
internally and through complementary additional acquisitions.  We look forward
to working with Dick Liebson, President of Mechanical Power Transmission, and
all of our associates at MPT to further develop their continuous improvement
program focussed on customer service, quality and cost."

The two companies did not disclose specific terms of the agreement, but
indicated that the sale is expected to be completed by the end of November.

Zurn Industries, Inc. is an industry leader in manufacturing and marketing
plumbing products and in providing water resource construction services and
fire protection systems.

                                    * * * * * * 

Contact: Steve Adams
ZURN INDUSTRIES, INC.
Erie, PA 814/452-2111

Contact: John Young
CONSTELLATION CAPITAL PARTNERS LLC
Richmond, VA 804/560-4074
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