<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 1995
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.
SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
(Full title of the plan)
Robert C. Stinson
Vice President-Administration, Human Resources
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)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
<TABLE>
<CAPTION>
Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered (1) registered price per share (2) price (2) fee (3)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $26.0625 $2,606,250 $899
without par value Shares
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) 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 December 21, 1995.
(3) Computed in accordance with Rule 457(h) under the Act.
<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, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1995.
(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 and the
Bearings, Inc. Supplemental Defined Contribution Plan (the "Plan") 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 Company 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 enterprise (and his or her heirs, executors and
administrators) against expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably
- 2 -
<PAGE> 3
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 may
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 Incorporation 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
Bearings, 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).
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase
- 3 -
<PAGE> 4
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 LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
Exhibit 5).
(99) Bearings, Inc. Supplemental Defined Contribution
Plan.
- 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 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 by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
(b) The Company 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 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 Act and
will be governed by the final adjudication of such issue.
- 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 29 day of
December 1995.
BEARINGS, INC.
/s/ John C. Dannemiller
By: __________________________
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
/s/ John R. Whitten
By: __________________________
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>
/s/ John C. Dannemiller December 29
_______________________ Chairman of the Board, ____________, 1995
John C. Dannemiller Chief Executive Officer
and Director
/s/ John C. Robinson December 29
_____________________ President, Chief Operating ____________, 1995
John C. Robinson Officer and Director
/s/ John R. Whitten December 29
_____________________ Vice President-Finance and ____________, 1995
John R. Whitten Treasurer (Principal Financial
Officer)
_____________________ Controller (Principal ____________, 1995
Mark O. Eisele Accounting Officer)
_____________________ Director ____________, 1995
William G. Bares
</TABLE>
- 6 -
<PAGE> 7
<TABLE>
<S> <C> <C>
_____________________ Director ____________, 1995
William E. Butler
/s/ Russel B. Every December 29
_____________________ Director ____________, 1995
Russel B. Every
/s/ Russell R. Gifford December 29
_____________________ Director ____________, 1995
Russell R. Gifford
/s/ L. Thomas Hiltz December 29
_____________________ Director ____________, 1995
L. Thomas Hiltz
_____________________ Director ____________, 1995
John J. Kahl
/s/ Jerry Sue Thornton, Ph.D. December 29
_____________________________ Director ____________, 1995
Jerry Sue Thornton, Ph.D.
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan
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 ___ day of December 1995.
BEARINGS, INC. SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
BY BEARINGS, INC., AS
PLAN ADMINISTRATOR
/s/ John C. Dannemiller
By: __________________________
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
- 7 -
<PAGE> 8
EXHIBIT INDEX
------- -----
<TABLE>
<CAPTION>
Page in
Registration
Statement
------------
<S> <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 Bearings, Inc. adopted September *
6, 1988.
(4)(c) Certificate of Amendment of Amended and Restated *
Articles of Incorporation 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
securities registered.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in Exhibit 5).
(99) Bearings, Inc. Supplemental Defined Contribution Plan.
<FN>
- ---------------
* Incorporated herein by reference; See Item 8
</TABLE>
- 8 -
<PAGE> 1
Exhibit 5
December 29, 1995
Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
Reference is made to your Registration Statement on Forms S-8 filed
with the Securities and Exchange Commission on December 29, 1995 with respect
to 100,000 shares of common stock, without par value ("Common Stock"), of
Bearings, Inc. to be offered pursuant to Bearings, Inc. Supplemental Defined
Contribution Plan (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 opinions that the Common Stock
and interests offered pursuant to the Plan, when issued in accordance with the
provisions of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.
Respectfully submitted,
/s/ 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 4, 1995, appearing in
and incorporated by reference in the Annual Report on Form 10-K of Bearings,
Inc. for the year ended June 30, 1995.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
December 29, 1995
<PAGE> 1
Exhibit (99)
BEARINGS, INC.
SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
<PAGE> 2
BEARINGS, INC.
SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
ARTICLE I
DEFINITIONS
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
ELIGIBILITY FOR PLAN PARTICIPATION 5
ARTICLE III
SUPPLEMENTAL CONTRIBUTIONS
3.1 Supplemental 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 Supplemental Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 Vesting of Supplemental Matching
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Years of Vesting Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV
SEPARATE ACCOUNTS
4.1 Types of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Adjustment of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3 Investment Elections for Supplemental
401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.4 Investment Change of future Supplemental
401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.5 Election to Transfer Invested Past
Supplemental 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . 9
4.6 Investment of Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V
DISTRIBUTION
5.1 Distribution Upon Termination of Employment . . . . . . . . . . . . . . . . . . . 11
5.2 Method of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.3 Times of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.4 Hardship Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.5 Distributions Upon Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
(i)
<PAGE> 3
<TABLE>
<S> <C> <C>
5.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
BENEFICIARIES 13
ARTICLE VII
ADMINISTRATIVE PROVISIONS
7.1 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.2 Powers and Authorities of the Board . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII
AMENDMENT AND TERMINATION 16
ARTICLE IX
MISCELLANEOUS
9.1 Non-Alienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.2 Payment of Benefits to Others . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.3 Plan Non-Contractual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.4 Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.5 Claims of Other Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
(ii)
<PAGE> 4
BEARINGS, INC.
SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
WHEREAS, Bearings, Inc. (hereinafter referred to as the
"Company") desires to establish a supplemental retirement plan for the benefit
of a select group of management or highly compensated employees employed by the
Company or an Affiliate thereof whose benefits under the Bearings, Inc.
Retirement Savings Plan are limited or reduced by certain provisions of the
Internal Revenue Code of 1986, as amended (hereinafter referred to as the
"Code"), or are reduced otherwise due to participation in a deferred
compensation program;
NOW, THEREFORE, effective as of January 1, 1996, the Company
hereby establishes the Bearings, Inc. Supplemental Defined Contribution Plan
(hereinafter referred to as the "Plan") to provide benefits not otherwise
provided due to such limitations as hereinafter set forth.
<PAGE> 5
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. Except as otherwise required by the context,
the terms used in the Plan shall have the meaning hereinafter set forth.
(a) AFFILIATE. The term "AFFILIATE" shall mean any
member of a controlled group of corporations (as determined under
Section 414(b) of the Code) of which the Company is a member; any
member of a group of trades or businesses under common control
(as determined under Section 414(c) of the Code) with the
Company; and any member of an affiliated service group (as
determined under Section 414(m) of the Code) of which the Company
is a member.
(b) BENEFICIARY. The term "BENEFICIARY" shall mean the
person who, in accordance with the provisions of Article VI,
shall be entitled to receive a distribution hereunder in the
event a Participant dies before his interest under the Plan has
been distributed to him in full.
(c) BOARD. The term "BOARD" shall mean the Board of
Directors of the Company.
(d) CHANGE OF CONTROL. The term "CHANGE OF CONTROL" shall
mean the occurrence of either of the following events:
(i) when any "person" (as such term is used in
Section 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 Securities and Exchange Act of 1934) of
securities of the Company representing 40 percent or more
of the combined voting power of the Company's then
outstanding securities; or
(ii) 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 a
majority 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 -
<PAGE> 6
(e) CODE. The term "CODE" shall mean the Internal Revenue
Code of 1986, as amended from time to time. Reference to a
section of the Code shall include such section and any comparable
section or sections of any future legislation that amends,
supplements, or supersedes such section.
(f) COMPANY. The term "COMPANY" shall mean Bearings,
Inc., its corporate successors, and the surviving corporation
resulting from any merger of Bearings, Inc. with any other
corporation or corporations.
(g) COMPANY STOCK. The term "COMPANY STOCK" shall mean
the common stock of the Company.
(h) COMPANY STOCK FUND. The term "COMPANY STOCK FUND"
shall mean the Fund consisting primarily of Company Stock.
(i) COMMITTEE. The term "COMMITTEE" shall mean Bearings,
Inc. Supplemental Excess Defined Contribution Plan Committee
which shall be comprised of the same individuals who serve on the
administrative committee for the Retirement Savings Plan and
which shall administer the Plan in accordance with the provisions
of Article VII.
(j) COMPENSATION. The term "COMPENSATION" shall mean the
total wages which are paid to a Participant during a Plan Year by
an Employer for his services as an Employee while he is a
Participant, including incentive compensation, commissions,
bonuses, and elective contributions made on behalf of such
Participant under the Plan or any other plan that are not
includible in gross income under Sections 125 and 402(e)(3) of
the Code, but excluding moving or educational reimbursement
expenses, amounts deferred under any non-qualified deferred
compensation program, amounts realized from the exercise of stock
options, imputed income attributable to any fringe benefit, and
any amounts received in lieu of benefits under a plan that meets
the requirements of Section 125 of the Code.
(k) FUND. The term "FUND" shall mean any of the funds
maintained for the investment of Plan assets in accordance with
the provisions of Article VII.
(l) PARTICIPANT. The term "PARTICIPANT" shall mean any
employee of the Company or an Affiliate, who participates in the
Plan pursuant to Article II of the Plan.
- 3 -
<PAGE> 7
(m) PLAN. The term "PLAN" shall mean the Bearings, Inc.
Supplemental Defined Contribution Plan as set forth herein.
(n) RETIREMENT SAVINGS PLAN. The term "RETIREMENT SAVINGS
PLAN" shall mean the Bearings, Inc. Retirement Savings Plan, as
amended from time to time.
(o) SEPARATE ACCOUNT. The term "SEPARATE ACCOUNT" shall
mean each of the accounts maintained in the name of a Participant
pursuant to Section 4.1 of the Plan.
(p) SUPPLEMENTAL MATCHING ACCOUNT. The term "SUPPLEMENTAL
MATCHING ACCOUNT" shall mean the Separate Account to which
Supplemental Matching Contributions are credited in accordance
with the provisions of Sections 3.2 and 4.1 of the Plan.
(q) SUPPLEMENTAL MATCHING CONTRIBUTIONS. The term
"SUPPLEMENTAL MATCHING CONTRIBUTIONS" shall mean the Employer
contributions credited to a Participant under the Plan pursuant
to Section 3.2.
(r) SUPPLEMENTAL 401(K) CONTRIBUTION ACCOUNT. The term
"SUPPLEMENTAL 401(K) CONTRIBUTION ACCOUNT" shall mean the
Separate Account to which Supplemental 401(k) Contributions are
credited in accordance with the provisions of Sections 3.1 and
4.1 of the Plan.
(s) SUPPLEMENTAL 401(K) CONTRIBUTIONS. The term
"SUPPLEMENTAL 401(K) CONTRIBUTIONS" shall mean the contributions
credited to a Participant under the Plan pursuant to Section 3.1.
(t) VALUATION DATE. The term "VALUATION DATE" shall mean
each business day of each calendar month.
(u) YEARS OF VESTING SERVICE. The term "YEARS OF VESTING
SERVICE" shall mean service credited to a Participant under the
provisions of Section 3.5.
1.2 CONSTRUCTION. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine
to include the masculine.
- 4 -
<PAGE> 8
ARTICLE II
ELIGIBILITY FOR PLAN PARTICIPATION
Any select management or highly compensated employee of an
Employer who is determined to be highly compensated pursuant to procedures
established by the Company and whose contributions under the Retirement Savings
Plan are limited due to the provisions of Section 401(a)(17), Section 401(k),
Section 401(m), Section 402(g), or Section 415 of the Code, shall become a
Participant in the Plan upon the filing of a written election in the form and
manner prescribed by the Company to reduce his Compensation for the purpose of
making Supplemental 401(k) Contributions under the Plan.
- 5 -
<PAGE> 9
ARTICLE III
SUPPLEMENTAL CONTRIBUTIONS
3.1 SUPPLEMENTAL 401(K) CONTRIBUTIONS. The Supplemental 401(k)
Contribution Account of each Participant shall be credited with Supplemental
401(k) Contributions equal to the amount deferred from his Compensation in
accordance with a completed Compensation reduction authorization form with
respect to the Plan and in accordance with procedures established by the
Company. Such Compensation reduction authorization may be revised with respect
to future Supplemental 401(k) Contributions as of any January 1, or July 1,
provided that such revision occurs prior to such effective date.
3.2 SUPPLEMENTAL MATCHING CONTRIBUTIONS. The Supplemental
Matching Account of each Participant who is employed by the Employer shall be
credited each year with Supplemental Matching Contributions equal to the amount
with respect to which Matching Contributions under the Bearings, Inc. Savings
Plan are limited for such year due to the impact of the provisions of Sections
401(k) and 401(m) of the Code.
3.3 VESTING OF SUPPLEMENTAL MATCHING CONTRIBUTIONS. A
Participant shall become vested in the balance of his Supplemental Matching
Account pursuant to the following schedule.
<TABLE>
<CAPTION>
Years of Vesting Service Percentage Vested
------------------------ -----------------
<S> <C>
Less than one 0%
One but less than two 25%
Two but less than three 50%
Three but less than four 75%
Four 100%
</TABLE>
- 6 -
<PAGE> 10
Notwithstanding the foregoing, a Participant who is employed by the Company or
an Affiliate shall become 100% vested in his Supplemental Matching Account upon
the earlier of: (i) attainment of age 65, (ii) disability, (iii) death, or (iv)
a Change of Control.
3.4 YEARS OF VESTING SERVICE. For purposes of determining the
vested interest of a Participant in his Supplemental Matching Account, a
Participant shall be credited with Years of Vesting Service equal to the Years
of Service with which he is credited under the Bearings, Inc. Retirement
Savings Plan.
- 7 -
<PAGE> 11
ARTICLE IV
SEPARATE ACCOUNTS
4.1 TYPES OF SEPARATE ACCOUNTS. Each Participant shall have
established in his name Separate Accounts which shall reflect the type of
contributions credited to him pursuant to Article III. Such Separate Accounts
shall be as follows:
(a) a Supplemental 401(k) Account which shall reflect the
Supplemental 401(k) Contributions credited to a Participant
pursuant to Section 3.1 and any adjustment thereto pursuant
to Section 4.2; and
(b) a Supplemental Matching Account which shall reflect the
Supplemental Matching Contributions credited to a
Participant pursuant to Section 3.2 and any adjustment
thereto pursuant to Section 4.2; and
4.2 ADJUSTMENT OF SEPARATE ACCOUNTS. The Separate Accounts of
a Participant shall be adjusted as of each Valuation Date to reflect the deemed
investment of such Separate Accounts in the Funds as determined by the
Committee.
4.3 INVESTMENT ELECTIONS FOR SUPPLEMENTAL 401(K) CONTRIBUTIONS.
Each Participant, upon becoming a Participant under the Plan in accordance with
the provisions of Article II, shall make an investment election directing the
manner in which his Supplemental 401(k) Contributions shall be deemed to be
invested in the Funds. The investment election of a Participant shall specify
a combination which in the aggregate equals 100 percent and conforms with
procedures prescribed by the Company, indicating in which Funds his
Supplemental 401(k) Contributions shall be deemed to be invested. The
investment option so elected by a Participant shall remain in effect until he
changes his investment election pursuant to Section 4.4 or receives
distribution of his Separate Accounts.
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4.4 INVESTMENT CHANGE OF FUTURE SUPPLEMENTAL 401(K)
CONTRIBUTIONS. Each Participant may elect to change the manner in which
contributions credited to his Supplemental 401(k) Contribution Account are to
be deemed invested. Any such change in the investment election of a
Participant with respect to his Supplemental 401(k) Contributions shall specify
a combination among the Funds which in the aggregate equals 100 percent. Such
election shall be made in the manner specified by the Company and in accordance
with procedures prescribed by the Company. The investment option so elected by
a Participant shall remain in effect until he makes another election change
with respect to future contributions in accordance with the provisions of the
Plan. Any such election which directs a change in an investment election
heretofore in effect shall become effective in accordance with procedures
prescribed by the Company and in the form, time and manner specified by the
Company. Amounts credited to the Separate Accounts of such Participant as of
any date prior to the date on which such change is to become effective shall
not be affected by any such change.
4.5 ELECTION TO TRANSFER INVESTED PAST SUPPLEMENTAL 401(K)
CONTRIBUTIONS. Subject to any procedures adopted by the Company, a Participant
may elect to have the balance of his Supplemental 401(k) Contribution Account
transferred from the Fund or Funds in which it is deemed invested to one or
more of the other Funds. Any such election shall be made in the form, time,
and manner specified by the Company and in accordance with procedures
prescribed by the Company. Upon receipt of such election, the Company shall
cause the transfer of such amount as of the effective date of the election of
the Participant from the Fund or Funds in which it is deemed invested to the
Fund or Funds so elected and designated by the Participant.
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4.6 INVESTMENT OF MATCHING CONTRIBUTIONS. All Matching
Contributions shall be deemed to be invested in the Company Stock Fund.
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ARTICLE V
DISTRIBUTION
5.1 DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. The entire
balance credited to a Participant's Separate Accounts shall be distributed to
such Participant or his Beneficiary after termination of such Participant's
employment with the Employer and Affiliates. The value of any Separate Account
deemed to be invested in Company Stock shall be distributed in Company Stock or
in cash pursuant to the election of the Participant and the value of any
Separate Account deemed to be invested in a Fund, other than one consisting of
Company Stock, shall be distributed in cash.
5.2 METHOD OF DISTRIBUTION. Except as otherwise may be
provided in Sections 5.3 and 5.4, the benefits payable under the Plan from a
Participant's Separate Accounts shall be paid to the Participant, or his
Beneficiary, if applicable, in a single sum cash payment or in equal annual
installment payments over a period of not more than three years and shall be
determined as of the most recent Valuation Date.
5.3 TIME OF PAYMENTS. Except as otherwise may be provided in
the Trust or as provided in Section 5.3, distribution of the value of a
Participant's Separate Accounts shall commence upon a date which is not more
than 30 days after the earlier of (i) the Participant's termination of
employment due to resignation, retirement, death or other reason, or (ii) the
date he receives his interest under the Retirement Savings Plan.
Notwithstanding any other provision of the Plan to the contrary, a Participant,
subject to approval of the Company, may elect to change the manner and the time
of distribution of the value of his Separate Accounts during the period which
commences no earlier than 90 days prior to his termination of employment and
terminates no later than 30 days prior to his termination of employment.
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<PAGE> 15
5.4 HARDSHIP DISTRIBUTION. Prior to the time the Separate
Accounts of a Participant becomes payable under Section 5.3, the Company, in
its sole discretion, may elect to distribute all or a portion of the
Participant's Separate Accounts on account of severe financial hardship of the
Participant. For purposes of the Plan, severe financial hardship shall be
deemed to exist in the event the Company determines that the Participant
requires a distribution to meet immediate and heavy financial needs resulting
from a sudden or unexpected illness or accident of the Participant or a member
of his or her family, loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. A distribution based on
financial hardship shall not exceed the amount required to meet the immediate
financial need created by the hardship.
5.5 DISTRIBUTIONS UPON DEATH. Upon the death of a Participant,
the value of his Separate Accounts shall be paid to his Beneficiary pursuant to
the provisions of Section 5.3 and Article VI.
5.6 TAXES. In the event any taxes are required by law to be
withheld or paid from any payments made pursuant to the Plan, the Company shall
cause the withholding of such amounts from such payments and shall transmit the
withheld amounts to the appropriate taxing authority.
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ARTICLE VI
BENEFICIARIES
In the event a Participant dies before his interest under the
Plan in his Separate Accounts has been distributed to him in full, any
remaining interest shall be distributed pursuant to Article V to his
Beneficiary, who shall be the person designated in writing and in the form and
manner specified by the Company as his Beneficiary under the Plan. In the
event a Participant does not designate a Beneficiary or his designated
Beneficiary does not survive him, his beneficiary under the Retirement Savings
Plan shall be his Beneficiary for Plan purposes.
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ARTICLE VII
ADMINISTRATIVE PROVISIONS
7.1 ADMINISTRATION. The Plan shall be administered by the
Company in a manner that is generally consistent with the administration of the
Retirement Savings Plan, as from time to time amended, except that the Plan
shall be administered as an unfunded plan not intended to meet the
qualification requirements of Section 401 of the Code.
7.2 POWERS AND AUTHORITIES OF THE COMMITTEE. The Company shall
have full power and authority to interpret, construe and administer the Plan
and its interpretations and construction hereof, and actions hereunder,
including the timing, form, amount or recipient of any payment to be made
hereunder, shall be binding and conclusive on all persons for all purposes.
The Company may delegate any of its powers, authorities, or responsibilities
for the operation and administration of the Plan to any person or to the
Committee so designated in writing by it and may employ such attorneys, agents,
and accountants as it may deem necessary or advisable to assist it in carrying
out its duties hereunder. No member of the Committee shall be liable to any
person for any action taken or omitted in connection with the interpretation
and administration of the Plan unless attributable to his own willful
misconduct or lack of good faith. Members of the Committee shall not
participate in any action or determination regarding their own benefits, if
any, payable under the Plan.
7.3 INDEMNIFICATION. In addition to whatever rights of
indemnification a member of the Committee, or any other person or persons to
whom any power, authority, or responsibility is delegated pursuant to Section
7.2, may be entitled under the articles of incorporation, regulations, or
by-laws of the Company, under any provision of law, or under any other
agreement, the Company shall satisfy any liability actually and reasonably
incurred
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<PAGE> 18
by any such member or such other person or persons, including expenses,
attorneys' fees, judgments, fines, and amounts paid in settlement, in
connection with any threatened, pending, or completed action, suit, or
proceeding which is related to the exercise or failure to exercise by such
member or such other person or persons of any of the powers, authority,
responsibilities, or discretion provided under the Plan.
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ARTICLE VIII
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at
any time by action of the Board; provided, however, that no such action shall
adversely affect any Participant who is receiving benefits under the Plan or
whose Separate Accounts are credited with any contributions thereto, unless an
equivalent benefit is provided under another plan or program sponsored by the
Employer.
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ARTICLE IX
MISCELLANEOUS
9.1 NON-ALIENATION OF BENEFITS. No benefit under the Plan
shall at any time be subject in any manner to alienation or encumbrance. If
any Participant or Beneficiary shall attempt to, or shall, alienate or in any
way encumber his benefits under the Plan, or any part thereof, or if by reason
of his bankruptcy or other event happening at any time any such benefits would
otherwise be received by anyone else or would not be enjoyed by him, his
interest in all such benefits shall automatically terminate and the same shall
be held or applied to or for the benefit of such person, his spouse, children,
or other dependents as the Board may select.
9.2 PAYMENT OF BENEFITS TO OTHERS. If any Participant or
Beneficiary to whom a benefit is payable is unable to care for his affairs
because of illness or accident, any payment due (unless prior claim therefor
shall have been made by a duly qualified guardian or other legal
representative) may be paid to the spouse, parent, brother, or sister, or any
other individual deemed by the Board to be maintaining or responsible for the
maintenance of such person. Any payment made in accordance with the provisions
of this Section 9.2 shall be a complete discharge of any liability of the Plan
with respect to the benefit so paid.
9.3 PLAN NON-CONTRACTUAL. Nothing herein contained shall be
construed as a commitment or agreement on the part of any person employed by
the Employer to continue his employment with the Employer, and nothing herein
contained shall be construed as a commitment on the part of the Employer to
continue the employment or the annual rate of compensation of any such person
for any period, and all Participants shall remain subject to discharge to the
same extent as if the Plan had never been established.
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<PAGE> 21
9.4 FUNDING. In order to provide a source of payment for its
obligations under the Plan, the Company may establish a trust fund. Subject to
the provisions of the trust agreement governing such trust fund, the obligation
of the Employer under the Plan to provide a Participant or a Beneficiary with a
benefit constitutes the unsecured promise of such Employer to make payments as
provided herein, and no person shall have any interest in, or a lien or prior
claim upon, any property of the Employer. In addition, it is the intention of
the Employer that benefits credited to a Participant under the Plan shall not
be included in the gross income of the gross income of the Participants or
their Beneficiaries until such time as benefits are distributed under the
provisions of the Plan. If, at any time, it is determined that benefits under
the Plan are currently taxable to a Participant or his Beneficiary, the
currently amounts credited to the Participant's Separate Accounts which become
so taxable shall be distributable immediately to him; provided, however, that
in no event shall amounts so payable to a Participant exceed the value of his
Separate Accounts.
9.5 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall
in no event be construed as giving any person, firm or corporation any legal or
equitable right as against the Employer, its officers, employees, or directors,
except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms and provisions of the Plan.
9.6 SEVERABILITY. The invalidity or unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted herefrom.
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<PAGE> 22
9.7 GOVERNING LAW. The provisions of the Plan shall be
governed and construed in accordance with the laws of the State of Ohio.
EXECUTED at Cleveland, Ohio, this _______ day of ____________,
1995.
BEARINGS, INC.
By:_______________________________
Title:
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