<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
---------
- - - ------------------------------------------------------------------------------
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEARINGS, INC.
(Exact name of issuer as specified in its charter)
Ohio 34-0117420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Euclid Avenue
Cleveland, Ohio 44115
(Address of Principal Executive Offices) (Zip Code)
BEARINGS, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Robert C. Stinson
Vice President-General Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(Name and address of agent for service)
(216) 881-8900
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered registered price per share (1) price (1) fee (2)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100.000 $32.75 $3,275,000 $1,129.31
without par value
<FN>
(1) Based on the average of high and low prices of securities
of the same class as reported on the composite tape for
securities listed on the New York Stock Exchange on
April 22, 1994.
(2) Computed in accordance with Rule 457(h) under the
Securities Act of 1933.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- - - ---- -- ------------- -- --------- -- ---------
Bearings, Inc. (the "Company") incorporates by reference into this
registration statement the Following documents:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1993.
(b)(1) The Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1993.
(b)(2) The Company's Quarterly Report on Form 10-Q for the period
ended December 31, 1993.
(c) The description of the Company's Common Stock, without par
value, contained in the Company's Registration Statement on
Form 8-B dated October 18, 1988.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
- - - ---- -- ----------- -- ----------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- - - ---- -- --------- -- ----- ------- --- -------
Not applicable.
Item 6. Indemnification of Directors and Officers
- - - ---- -- --------------- -- --------- --- --------
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company
will indemnify any director or officer and any former director or officer of
the Company, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or officer, in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.
Section 29 of the Code of Regulations of the Companv provides that the
Company shall indemnify any person who is or was a director or officer of the
Company or who is serving at the request of the Company as a director, officer
or trustee of another
S - 2.
<PAGE> 3
enterprise (and his heirs, executors and administrators) against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by him or her by reason of the fact that he or
she was such director, officer or trustee in connection with any threatened,
pending or contemplated action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent and according to the
procedures and requirements in the Ohio Revised Code as the same may be in
effect from time to time.
The Company has purchased insurance policies indemnifying its officers
and directors and the officers and directors of its subsidiaries against claims
and liabilities (with stated exceptions) to which they mav become subject by
reason of their positions with the Company as officers and directors.
The Company has also entered into agreements with its directors and
certain of its officers which indemnify them against claims and liabilities to
which they may become subject by reason of their position with the Company.
Item 7. Exemption from Registration Claimed
- - - ---- -- --------- ---- ------------ -------
Not applicable.
Item 8. Exhibits
- - - ---- -- --------
(4)(a) Amended and Restated Articles of Incorporation of Bearings,
Inc. filed with the Ohio Secretary of State on October 18,
1988 (reference is made to Exhibit (4)(a) to the Bearings,
Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299,
which exhibit is incorporated herein by reference).
(4)(b) Code of Regulations of Bearings, Inc. adopted September 6,
1988 (reference is made to Exhibit (4)(b) to the Bearings,
Inc. Form 8-K dated October 21, 1988. SEC File No. 1-2299,
which exhibit is incorporated herein by reference).
(4)(c) Certificate of Amendment of Amended and Restated Articles of
Incoporation of Bearings, Inc. filed with the Ohio
Secretary of State on October 27, 1988 (reference is made to
Exhibit (4)(c) to the Bearings, Inc. Form 10-Q for the
Quarter ended September 30, 1988, SEC File No. 1-2299, which
exhibit is incorporated herein by reference).
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearing,
Inc. (Delaware) filed with the Ohio Secretary of State
on October 18, 1988 (reference is made to Exhibit (4) to the
Bearings, Inc. Annual Report on Form 10-K for the fiscal year
ended June 30, 1989, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(e) Certificate of Amendment of Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with the Ohio
Secretary of State on October 17, 1990 (reference is made to
Exhibit (4)(e) to the Bearings, Inc. Form 10-Q for the
quarter ended September 30, 1990. SEC File No. 1-2299,
which exhibit is incorporated herein by reference).
S - 3.
<PAGE> 4
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note Purchase
and Private Shelf Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential Insurance Company of
America (reference is made to Exhibit (4)(f) to the Bearings,
Inc. Form 10-Q for the quarter ended September 30, 1992, SEC
File No. 1-2299, which exhibit is incorporated herein by
reference).
(5) Opinion of Squire, Sanders & Dempsey as to the legality of
the securities registered.
(23)(a) Consent of Deloitte & Touche.
(23)(b) Consent of Squire, Sanders & Dempsey.
(99)(a) Bearings, Inc. Deferred Compensation Plan for Non-Emplovee
Directors.
(99)(b) First Amendment to the Bearings, Inc. Deferred Compensation
Plan for Non-Employee Directors.
S - 4.
<PAGE> 5
Item 9. Undertakings
- - - ---- -- ------------
(a) The Company hereby undertakes:
(1) To file, during any period in which offers and 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 this
registration statement or any material change to such
information in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective
amendment 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; and
(3) To remove from registration bv means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The Companv hereby undertakes that, for purposes of determining
any liability under the Act, each filing of its annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by
reference in this 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.
(h) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act 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, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled bv controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
S - 5.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Cleveland, State of Ohio, on the 28th day of
April, 1994.
BEARINGS, INC.
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
John R. Whitten
Vice President-Finance and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
John C. Dannemiller Chairman of the Board, April 28, 1994
Chief Executive Officer
and Director
John C. Robinson President, Chief Operating April 28, 1994
Officer and Director
John R. Whitten Vice President-Finance and April 28, 1994
Treasurer (Principal Financial
Officer)
Mark O. Eisele Controller (Principal April 28, 1994
Accounting Officer)
William G. Bares Director April 28, 1994
William E. Butler Director April 28, 1994
</TABLE>
S - 6.
<PAGE> 7
<TABLE>
<S> <C> <C>
Russel B. Every Director April 28, 1994
Russell R. Gifford Director April 28, 1994
L. Thomas Hiltz Director April 28, 1994
John J. Kahl Director April 28, 1994
George L. LaMore Director April 28, 1994
Jerry Sue Owens Director April 28, 1994
</TABLE>
S - 7.
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page in
Registration
Statement
------------
<S> <C> <C>
(4)(a) Amended and Restated Articles of Incorporation of *
Bearings, Inc. filed with the Ohio Secretary of State
on October 18, 1988.
(4)(b) Code of Regulations of Bearing, Inc. adopted September *
6, 1988.
(4)(c) Certificate of Amendment of Amended and Restated *
Articles of Incoporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 27, 1988.
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and *
Bearings, Inc. (Delaware) filed with the Ohio Secretary
of State on October 18, 1988.
(4)(e) Certificate of Amendment of Amended and Restated *
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 17, 1990.
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note *
Purchase and Private Shelf Facility dated October 31,
1992 between Bearings, Inc. and the Prudential
Insurance Company of America.
(5) Opinion of Squire, Sanders & Dempsey as to the legality of the 10
securities registered.
(23)(a) Consent of Deloitte & Touche. 11
(23)(b) Consent of Squire, Sanders & Dempsey (contained in Exhibit 5).
(99)(a) Bearings, Inc. Deferred Compensation Plan for 12
Non-Employee Directors.
(99)(b) First Amendment to the Bearings, Inc. Deferred 18
Compensation Plan for Non-Employee Directors.
</TABLE>
-----------------------------
* Incorporated herein by reference; See Item 8
S - 8.
<PAGE> 1
EXHIBIT 5
April 28, 1994
Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to your Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on with respect to 100,000 shares of
common stock, without par value ("Common Stock"), of Bearings, Inc. to be
offered pursuant to Bearings, Inc. Deferred Compensation Plan for Non-Employee
Directors (the "Plan"). We are familiar with the Plan, and we have examined such
documents and certificates and considered such matters of law as we deemed
necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock to
be offered pursuant to the Plan, when issued in accordance with the provisions
of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Squire, Sanders & Dempsey
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Bearings, Inc. on Form S-8 of our reports dated August 6, 1993,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Bearings, Inc. for the year ended June 30, 1993.
DELOITTE & TOUCHE
Cleveland, Ohio
April 28, 1994
<PAGE> 1
EXHIBIT 99(a)
BEARINGS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE JULY 19, 1991)
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Bearings, Inc. (the "Company") Deferred Compensation
Plan for Non-Employee Directors is to provide any Non-Employee Director of the
Company the option to defer receipt of the compensation payable to him or her
for services as a Director and to help build loyalty to the Company through
increased investment in Company stock.
ARTICLE II
DEFINITIONS
As used herein, the following words shall have the meaning stated after
them unless otherwise specifically provided:
2.1. "CHANGE OF CONTROL" shall mean the occurrence of either of the
following events:
(1) If any "Person" (as such term is used in Sections 13(d)(3) and 14
(d) (2) of the Exchange Act) becomes the "beneficial owner" (as such term is
used in Rule 13d-3 under the Exchange Act) of securities of the Company
representing 40 percent or more of the combined voting power of the Company's
then outstanding securities and exercises, or indicates intent to exercise,
such voting power on any issue contrary to the recommendations of management;
or
(2) When individuals who, at the beginning of any two-year period,
constitute the Board of Directors of the Company cease for any reason to
constitute at least three-fourths thereof unless the election, or the
nomination for election by the Company's shareholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period.
2.2. "Committee" shall mean the Committee described in Section 7.1
hereof.
2.3. "Company" shall mean Bearings, Inc.
2.4. "Director" shall mean any non-employee director of the Company.
1
<PAGE> 2
2.5. "Fiscal year" shall mean the fiscal year of the Company,
currently the twelve month period July 1 through June 30.
2.6. "Trust Agreement" shall mean the Trust Agreement dated as of
August 30, 1991 entered into between the Company and the Trustee in connection
with the Plan.
2.7. "Trustee" shall mean Society National Bank, any corporate
successor to a majority of its trust business, or any successor Trustee
hereunder.
ARTICLE III
ELECTIONS BY DIRECTORS
3.1. ELECTION TO DEFER. No later than January 1 of any year, a
Director may elect to defer receipt of the compensation payable to him or her
for future services as a Director commencing July 1 of that Fiscal Year. If a
Director becomes a Director after the beginning of any Fiscal Year, the
Director may elect to defer receipt of the compensation payable to him or her
for future services as a Director. Such election must be made within thirty
days after he or she becomes a Director and shall be made on an election form
specified by the Committee ("Election Form"). Such election shall indicate the
portion of the Director's compensation to be invested in a money market fund
and the portion of such compensation to be invested in Company stock.
Notwithstanding the foregoing, from the effective date of the Plan until
December 31, 1991, a Director may elect, prior to the date on which he or she
becomes entitled to such compensation, to defer receipt of compensation payable
to him or her for future services.
3.2 EFFECTIVENESS OF ELECTIONS. Elections shall be effective and
irrevocable upon the delivery of an Election Form to the Committee.
Notwithstanding anything to the contrary set forth herein, the effective date
of any transaction in which amounts deferred hereunder are invested in Company
stock shall be not less than six months after the date of such election.
Subject to the provisions of Article V, amounts deferred pursuant to such
elections shall be distributed at the time and in the manner set forth in such
election.
3.3. AMENDMENT AND TERMINATION OF ELECTIONS. A Director may terminate
or amend his or her election to defer receipt of compensation with respect to
subsequent Fiscal Years in a written notice delivered to the Committee prior to
the commencement of the Fiscal Year with respect to which such compensation
will be earned. Amendments which serve only to change the beneficiary
designation shall be permitted at any time and as often as necessary. Amounts
credited to a Director's account pursuant to Section 4.2 hereof prior to the
effective date of any termination or amendment shall not be affected thereby
2
<PAGE> 3
and shall be paid at the time and in the manner specified in the
election form in effect when the deferral occurred.
ARTICLE IV
ACCOUNTS AND INVESTMENTS
4.1. CONTRIBUTIONS. The Company shall transfer to the Trustee the
cash or securities provided for herein. If the Director elects to have
deferred compensation invested in a money market fund, the Company shall
transfer an amount equal to one hundred percent (100%) of the compensation
deferred pursuant to this Plan to the Trustee. In the event that a Director
elects to have some or all of his or her compensation invested in Company
stock, then the Company shall transfer to the Trustee either in cash or Company
stock an amount equal to one hundred twenty five percent (125%) of such
amounts. Such transfer shall be made in the case of cash contributions within
thirty days after such deferred amounts would otherwise have been paid to the
Director and in the case of contributions in Common Stock on a date that is the
later of the date such deferred amounts would otherwise have been paid to the
Director or six months after the date of the election referred to in Section
3.2 hereof. Company stock transferred to the Trustee shall be valued at its
Fair Market Value. As used herein, the Fair Market Value of Company stock
shall be the average of the high and low prices of the Company's Common Stock
as reported on the composite tape for securities listed on the New York Stock
Exchange for the date immediately preceding the date of transfer, provided that
if no sales of Common Stock were made on said exchange on that date, the
average of the high and low prices of Common Stock as reported on said
composite tape for the preceding day on which sales of Common Stock were made
on said Exchange.
4.2. ESTABLISHMENT OF ACCOUNTS. The Trustee shall establish a
separate "Deferred Compensation Account" for each Director who defers
compensation pursuant to the Plan.
4.3. ADJUSTMENT OF ACCOUNTS. As of June 30 of each Fiscal Year and on
such other dates as the Committee directs, the fair market value of the assets
of the Trust allocated to each Deferred Compensation Account shall be
determined by the Trustee.
4.4. INVESTMENT OF ASSETS. The assets of the Trust Fund shall be held
by the Trustee in the name of the Trust. As cash or securities are received by
the Trustee, it shall hold and invest the funds pursuant to the Trust
Agreement.
ARTICLE V
PAYMENT OF ACCOUNTS
5.1. TIME OF PAYMENT. Distribution of a Director's account shall
commence upon a date which is not more than thirty days after the earlier of (i)
the Director's termination as a director due to resignation, retirement, death
or otherwise, <ii) the Director's attainment of the age specified (not younger
than age 55) in his Election Form, or (iii) upon a Change of Control.
3
<PAGE> 4
5.2. METHOD OF DISTRIBUTION. Each deferred Compensation Account shall
be distributed to the Director either in a lump sum or in equal annual
installments over a period of not more than ten years as specified in each
Director's Election Form. Deferred Compensation Accounts shall be distributed
in kind.
5.3. HARDSHIP DISTRIBUTION. Prior to the time a Director's account
becomes payable, the Committee, in its sole discretion, may elect to distribute
all or a portion of the Director's account in the event such Director requests
a distribution on account of severe financial hardship. For purposes of this
Plan, severe financial hardship shall be deemed to exist in the event the
Committee determines that a Director needs a distribution to meet immediate and
heavy financial needs resulting from a sudden or unexpected illness or accident
of the Director or a member of his or her family, loss of the Director's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Director.
A distribution based on financial hardship shall not exceed the amount required
to meet the immediate financial need created by the hardship.
5.4. DESIGNATION OF BENEFICIARY. Upon the death of a Director, his or
her account shall be paid to the beneficiary or beneficiaries designated by him
or her. If there is no designated beneficiary, or no designated beneficiary
surviving at a Director's death, payment of a Director's account shall be made
to his or her estate. Beneficiary designations shall be made in writing. A
Director may designate a new beneficiary or beneficiaries at any time by
notifying the Committee.
5.5. TAXES. In the event any taxes are required by law to be withheld
or paid from any payments made pursuant to the Plan, the Trustee shall deduct
such amounts from such payments and shall transmit the withheld amounts to the
appropriate taxing authority.
ARTICLE VI
CREDITORS AND INSOLVENCY
6.1. CLAIMS OF THE COMPANY'S CREDITORS. All assets held in trust
pursuant to the provisions of this Plan, and any payment to be made by the
Trustee pursuant to the terms and conditions of the Trust, shall be subject to
the claims of general creditors of the Company, including judgment creditors
and bankruptcy creditors. The rights of a Director or his or her beneficiaries
to any assets of the Trust Fund shall be no greater than the rights of an
unsecured creditor of the Company.
6.2. NOTIFICATION OF INSOLVENCY. In the event the Company becomes
insolvent, the Board of Directors of the Company and the Chief Executive
Officer of the Company shall immediately notify the Trustee of that fact. The
Trustee shall not make any payments from the Trust Fund to any Director or
any beneficiary under the Plan after such notification is received or at any
time after the Trustee has knowledge of such insolvency. Under any such
circumstance, the Trustee shall deliver to satisfy the claims of the Company's
creditors any property held in the Trust Fund only as a court of competent
jurisdiction may direct. For purposes of this Plan, the Company shall be
deemed to be insolvent
4
<PAGE> 5
if the Company is subject to a pending voluntary or involuntary proceeding as a
debtor under the United States Bankruptcy Code, as amended, or is unable to pay
its debts as they mature.
ARTICLE VII
ADMINISTRATION
7.1. APPOINTMENT OF COMMITTEE. The Board of Directors of the Company
shall appoint a Committee consisting of not less than three persons to
administer the Plan. Members of the Committee shall hold office at the
pleasure of the Board of Directors and may be dismissed at any time with or
without cause. Such persons serving on the Committee need not be members of the
Board of Directors of the Company.
7.2. POWERS OF THE COMMITTEE. The Committee shall administer the Plan
and resolve all questions of interpretation arising under the Plan with the
help of legal counsel, if necessary. Whenever directions, designations,
applications, requests or other notices are to be given by a Director under the
Plan, they shall be filed with the Committee. The Committee shall have no
discretion with respect to Plan contributions or distributions but shall act in
an administrative capacity only.
ARTICLE VIII
MISCELLANEOUS
8.1. TERM OF PLAN. The Company reserves the right to amend or
terminate the Plan at any time; provided, however, that no amendment or
termination shall affect the rights of Directors to amounts previously credited
to their accounts pursuant to Section 4.2. The Trust shall remain in effect
until such time as the entire corpus of the Trust Fund has been distributed
pursuant to the terms of the Plan.
8.2. ASSIGNMENT. No right or interest of any Director (or any person
claiming through or under such Director) in any benefit or payment herefrom
other than the surviving spouse of such Director after he or she is deceased,
shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of such Director. If any
Director or any such person (other than the surviving spouse of such Director
after he or she is deceased) shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or
other event happening at any time such benefits would devolve upon anyone else
or would not be enjoyed by him or her, then the Committee, in its discretion,
may terminate his or her interest in any such benefit to the extent the
Committee considers necessary or advisable to prevent or limit the effects of
such occurrence. Termination shall be effected by filing a written "termination
declaration" with the Committee records and making reasonable efforts to
deliver a copy to such Director or his or her legal representative.
5
<PAGE> 6
As long as any Director is alive, any benefits affected by the
termination shall be retained by the Trust and, in the Committee's sole and
absolute judgment, may be paid to or expended for the benefit of such Director,
his or her spouse, his or her children or any other person or persons in fact
dependent upon him or her in such a manner as the Committee shall deem proper.
Upon the death of any Director, all benefits withheld from him or her and not
paid to others in accordance with the preceding sentence shall be distributed
to such Director's estate or to his or her creditors and if such Director
shall have descendants, including adopted children, then living, distribution
shall be made to such Director's then living descendants, including adopted
children, per stirpes.
In addition, a Director or beneficiary shall have no rights against or
security interest in the assets of the Trust Fund and shall have only the
Company's unsecured promise to pay benefits. All assets of the Trust Fund
shall remain subject to the claims of the Company's general creditors.
8.3. TAXES. This Plan is intended to be treated as an unfunded
deferred compensation Plan under the Internal Revenue Code. It is the
intention of the Company that the amounts deferred pursuant to this Plan shall
not be included in the gross income of the Directors or their beneficiaries
until such time as the deferred amounts are distributed from the Plan. If, at
any time, it is determined that amounts deferred pursuant to the Plan are
currently taxable to the Directors or their beneficiaries, the Trust shall
terminate and any amounts held in the Trust fund shall be distributed
immediately to the Directors or their beneficiaries.
8.4. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of July
19, 1991, subject to approval by the shareholders of the Company. Any
contributions made prior to such shareholder approval shall be contingent on
such approval.
6
<PAGE> 1
EXHIBIT 99(b)
FIRST
AMENDMENT
TO THE
BEARINGS, INC.
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
Effective as of July 1, 1993, the Bearings, Inc Deferred Compensation
Plan for Non-Employee Directors is hereby amended as hereinafter set forth.
1. Section 3. 1 of the Plan is hereby amended to provide as
follows:
3.1 ELECTION TO DEFER. Prior to the first day of any
Fiscal Year quarter (July 1, October 1, January 1, and April
1), a Director may elect defer receipt of the compensation
payable to him or her for future services as a Director
commencing as of the first day of such Fiscal Year quarter. If
a Director becomes a Director after the beginning of any Fiscal
Year quarter, the Director may elect to defer receipt of the
compensation payable to him or her for future services as a
Director. Such election must be made within days after he or
she becomes a Director and shall be made on an election form
specified by the Committee ("Election Form"). Moreover, any
election shall indicate the portion of the Director's
compensation to be invested in a money market fund and the
portion of such compensation to be invested in Company Stock.
2. Section 3.3 of the Plan is hereby amended to provide as follows:
3.3 AMENDMENT AND TERMINATION OF ELECTIONS. A Director
may terminate or amend his or her election to defer receipt of
compensation with respect to subsequent Fiscal Year quarters in
a written notice delivered to the Committee prior to the
commencement of the Fiscal Year quarter with respect to which
such compensation will be earned and such notice will be
effective. Amendments which serve only to change the
beneficiary designation shall be permitted at any time and as
often as necessary. Amounts credited to a Director's account
pursuant to Section 4.2 hereof prior to the effective date of
any termination or amendment shall not be affected thereby and
shall be paid at the time and in the manner specified in the
election form in effect when the defer occurred.
Executed at Cleveland, Ohio, this 22nd day of July, 1993.
BEARINGS, INC
By: John C. Robinson
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Title John C. Robinson, President
And: Robert C. Stinson
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Title Robert C. Stinson, Secretary
