GORMAN RUPP CO, DEF 14A, 1996-03-14

GORMAN RUPP CO
DEF 14A, 1996-03-14
PUMPS & PUMPING EQUIPMENT

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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section.240.14a-11(c) or Section.240.14a-12
</TABLE>

THE GORMAN-RUPP COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ROBERT E. KIRKENDALL, SECRETARY AND ASSISTANT TREASURER
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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<PAGE> 2

THE GORMAN-RUPP COMPANY

MANSFIELD, OHIO

------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

------------------------

The Annual Meeting of the shareholders of The Gorman-Rupp Company will be
held at the Company's Training Center, 270 West 6th Street, Mansfield, Ohio, on
Thursday, April 18, 1996 at 10:00 a.m., Eastern Daylight Time, for the purpose
of considering and acting upon:

1. A proposal to fix the number of Directors of the Company at eight and to
elect eight Directors to hold office until the next annual meeting of
shareholders and until their successors are elected;

2. A proposal to ratify the appointment by the Board of Directors of Ernst
& Young LLP as independent public accountants for the Company during the
year ending December 31, 1996;

3. A shareholder proposal set forth in this Proxy Statement which is
opposed by the Board of Directors; and

4. Such other business as may properly come before the Meeting or any
adjournment or adjournments thereof.

Holders of Common Shares of record at the close of business on March 1,
1996 are the only shareholders entitled to notice of and to vote at the Meeting.

PLEASE PROMPTLY EXECUTE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE (WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES), REGARDLESS
OF WHETHER YOU PLAN TO ATTEND THE MEETING.

By Order of the Board of Directors

ROBERT E. KIRKENDALL
Secretary and Assistant Treasurer

March 14, 1996
<PAGE> 3

PROXY STATEMENT

MARCH 14, 1996

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement is furnished to shareholders of The Gorman-Rupp
Company in connection with the solicitation by the Board of Directors of the
Company of proxies for use at the Annual Meeting of the shareholders to be held
at the Company's Training Center, 270 West 6th Street, Mansfield, Ohio, at 10:00
a.m., Eastern Daylight Time, on Thursday, April 18, 1996. Holders of Common
Shares of record at the close of business on March 1, 1996 are the only
shareholders entitled to notice of and to vote at the Meeting.

A shareholder, without affecting any vote previously taken, may revoke his
proxy by the execution and delivery to the Company of a later proxy with respect
to the same shares, or by giving notice to the Company in writing or in open
meeting. The presence at the Meeting of the person appointing a proxy does not
in and of itself revoke the appointment.

OUTSTANDING SHARES AND VOTING RIGHTS

As of March 1, 1996, the record date for the determination of persons
entitled to vote at the Meeting, there were 8,614,059 Common Shares outstanding.
Each Common Share is entitled to one vote.

The mailing address of the principal executive offices of the Company is
305 Bowman Street, Mansfield, Ohio 44903. This Proxy Statement and accompanying
proxy are being mailed to shareholders on or about March 14, 1996.

If notice in writing is given by any shareholder to the President, a Vice
President or the Secretary of the Company, not less than 48 hours before the
time fixed for the holding of the Meeting, that such shareholder desires that
the voting for the election of Directors be cumulative, and if announcement of
the giving of such notice is made upon the convening of the Meeting by the
Chairman or Secretary or by or on behalf of the shareholder giving such notice,
each shareholder shall have the right to cumulate such voting power as he
possesses at such election. Under cumulative voting, a shareholder controls
voting power equal to the number of votes which he otherwise would have been
entitled to cast multiplied by the number of Directors to be elected. All of
such votes may be cast for a single nominee or may be distributed among any two
or more nominees as he may desire. If cumulative voting is invoked, and unless
contrary instructions are given by a shareholder who signs a proxy, all votes
represented by such proxy will be divided evenly

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among the candidates nominated by the Board of Directors, except that if so
voting should for any reason not be effective to elect all of the nominees named
in this Proxy Statement, then such votes will be cast so as to maximize the
number of the Board of Directors' nominees elected to the Board.

ELECTION OF DIRECTORS

(PROPOSAL NO. 1)

All Directors will be elected to hold office until the next annual meeting
of shareholders and until their successors are elected and qualified. It is
intended that proxies received will be voted in favor of fixing the number of
Directors at eight and for the election of the nominees named below. Each of the
nominees is presently a Director of the Company. Dr. Lake and Mr. Watson have
been selected as nominees at the request of the Rupp family interests. Mr.
Jeffrey S. Gorman is the son of Mr. James C. Gorman.

In the event that any of the nominees should become unavailable, which the
Board of Directors does not anticipate, it is intended that the proxies will be
voted in favor of fixing the number of Directors at a lesser number or for a
substitute nominee or nominees designated by the Board of Directors, in the
discretion of the persons appointed as proxy holders. The proxies may be voted
cumulatively for less than the entire number of nominees if any situation arises
which, in the opinion of the proxy holders, makes such action necessary or
desirable.

Based upon information received from the respective nominees as of February
1, 1996, the following information is furnished with respect to each person
nominated for election as a Director.

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<TABLE>
<CAPTION>
SHARES OWNED
DIRECTOR BENEFICIALLY PERCENT OF
NAME, AGE AND CONTINUOUSLY AT FEB. 1, OUTSTANDING
PRINCIPAL OCCUPATION(1) SINCE 1996(2) SHARES
- ----------------------------------- ------------ ------------ -----------
<S> <C> <C> <C>
Dr. Peter B. Lake 1975 11,246(4) *
President, SRI Quality System
Registrar, Inc. (Wexford, Penn-
sylvania). Program Director,
Steel Industry Supplier Audit
Process (1991-1992); American
Iron and Steel Institute
(Wexford, Pennsylvania).
Corporate Manager (1985-1991);
National Steel Corporation
(Pittsburgh,
Pennsylvania). Age: 53
Burton Preston 1975 10,444(5) *
President, The Purdy
Construction Company;
Mansfield, Ohio.
Age: 72
John A. Walter 1989 11,342 *
President (since 1989) and Chief
Operating Officer (since 1993) of
the Company.
Age: 62
Jeffrey S. Gorman 1989 378,999(6) 4.40%
Vice President of the Company;
General Manager of the Company's
Mansfield Division.
Age: 43
James R. Watson 1989 13,099(7) *
Owner of Print's Appeal;
and Chairman of SARTUS; Mans-
field, Ohio (Digital Printing and
Design; Seminars)
Age: 48
</TABLE>

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* Represents less than 1% of the outstanding shares.

(1) Except as otherwise indicated, there has been no change in occupation during
the past five years.

(2) Reported in accordance with the beneficial ownership rules of the Securities
and Exchange Commission under which a person is deemed to be the beneficial
owner of a security if he has or shares voting power or investment power in
respect of such security. Accordingly, the amounts shown in the table do not
purport to represent beneficial ownership for any purpose other than
compliance with the Commission's reporting requirements. Voting power or
investment power with respect to shares reflected in the table are not
shared with others except as otherwise indicated.

(3) Includes 174,557 shares owned by Mr. Gorman's wife and 73,810 shares held in
a trust of which Mr. Gorman is a co-trustee. Mr. Gorman has a beneficial
interest in 54,472 of the shares held in the trust, considers that he shares
the voting and investment power with respect to all of the foregoing shares,
but otherwise disclaims any beneficial interest therein. The amount shown in
the table excludes 799,259 shares beneficially owned by members of Mr.
Gorman's immediate family and 230,892 shares held in trusts of which he and
members of his family have beneficial interests. (54,472 of these trust
shares are the same shares described above.) Mr. Gorman disclaims beneficial
ownership of all of the shares referred to in this note (3).

(4) Includes 5,325 shares owned by Mrs. Lake as to which Dr. Lake shares voting
and investment power.

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(5) Includes 2,587 shares owned by Mrs. Preston; Mr. Preston considers that he
shares the voting and investment power with respect to such shares, but
otherwise disclaims any beneficial interest therein.

(6) Includes 18,325 shares owned by Mr. Gorman's wife and 69,001 shares owned by
his minor children. Mr. Gorman considers that he shares the voting and
investment power with respect to all of the foregoing shares, but otherwise
disclaims any beneficial interest therein. The amount shown in the table
excludes 38,281 shares held in a trust in which Mr. Gorman has a beneficial
interest. Mr. Gorman disclaims beneficial ownership of all of the shares
referred to in this note (6).

(7) Includes 630 shares owned by Mr. Watson's wife as to which Mr. Watson shares
voting and investment power. The amount shown in the table excludes 789
shares owned by Mr. Watson's adult son. Mr. Watson disclaims beneficial
ownership of all of the shares referred to in this note (7).

(8) Mr. Hoaglin also served as a Director of the Company from 1986 to 1989.

(9) Includes 900 shares as to which Mrs. Hoaglin shares voting and investment
power.

BOARD OF DIRECTORS AND DIRECTORS' COMMITTEES

During 1995, a total of ten regularly scheduled meetings of the Board of
Directors and a total of six meetings of all standing Directors' Committees were
held. All Directors attended at least 75% of the aggregate of the total number
of meetings held by the Board of Directors and of the total number of meetings
held by the respective committees on which they served except Thomas E. Hoaglin
(42%).

The Board of Directors has four committees: (1) an Audit Committee, whose
present members are Peter B. Lake (Chairman), William A. Calhoun and James R.
Watson; (2) a Salary Committee, whose present members are Burton Preston
(Chairman), Peter B. Lake and Thomas E. Hoaglin; (3) a Pension Committee, whose
present members are James R. Watson (Chairman), Peter B. Lake and William A.
Calhoun; and (4) a Nominating Committee, whose present members are William A.
Calhoun (Chairman), Burton Preston and Thomas E. Hoaglin.

The Audit Committee held two meetings in 1995. Its principal functions
included reviewing the arrangement and scope of the audit, considering comments
made by the independent accountants with respect to the need to improve internal
controls, considering corrective action taken by management, reviewing internal
accounting procedures and controls with the Company's financial and accounting
staff, and reviewing non-audit services provided by the independent accountants.

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<PAGE> 8

The Salary Committee held one meeting during 1995. Its principal function
was to determine the salaries of the elected officers of the Company, subject to
approval by the Board of Directors.

The Pension Committee held two meetings in 1995. Its principal function was
to monitor and assist in the investment of the assets connected with the
Company's pension plan.

The Nominating Committee held one meeting during 1995. Its principal
function was to identify, evaluate and recommend individuals for nomination as
new members of the Board of Directors.

The Nominating Committee has adopted procedures by which to consider
suggestions from shareholders for Director nominees. Any shareholder wishing to
propose a candidate should deliver a typewritten or legible hand written
communication to the Company's Corporate Secretary. The submission should
provide detailed business and personal biographical data about the candidate,
and include a brief analysis explaining why the individual is well-qualified to
become a Director nominee. All recommendations will be acknowledged by the
Corporate Secretary and promptly referred to the Nominating Committee for
evaluation.

Each of the Directors, excepting any who are also officers, received a fee
for each of the Board of Directors meetings attended. The fee was $1,400 for
meetings held in the first quarter, and $1,500 for meetings held during the
balance of 1995. No fees were paid, however, for attendance at committee
meetings.

SHAREHOLDINGS BY EXECUTIVE OFFICERS*

<TABLE>
<CAPTION>
SHARED VOTING
SHARES OWNED AND
NAME AND PRINCIPAL POSITION BENEFICIALLY INVESTMENT POWER
- ----------------------------------- ------------ ----------------
<S> <C> <C>
K. Jack Bargahiser 15,608 -0-
Vice President,
Communications
Kenneth E. Dudley 1,023 1,023
Treasurer
</TABLE>

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*The table sets forth information received from the executive officers as
of February 1, 1996, and all amounts represent less than 1% of the outstanding
shares. The shareholdings of Messrs. J. C. Gorman, J. A. Walter and J. S. Gorman
are included under the caption "Election of Directors".

The Company and National City Bank (Cleveland, Ohio), as administrator of
the Company's Employee Stock Purchase Plan and as agent of the Company's
Dividend Reinvestment Service

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<PAGE> 9

(the "Plans"), entered into a Distribution Agreement dated as of September 23,
1994 to establish a procedure to sell certain Common Shares held in the
Company's treasury to the Plans. On December 20, 1994, the Securities and
Exchange Commission declared effective a registration statement filed by the
Company in respect of the Distribution Agreement. The registration statement,
among other things, permits the Company for a two-year period (ending December
20, 1996, unless extended) to sell up to 60,000 Common Shares held in its
treasury to the Plans at a per share price equal to the average of the high and
low sales prices of Common Shares on the American Stock Exchange on the nearest
trading date before the date of sale. A number of the executive officers are
participants in the Plans. National City Bank acts as the transfer agent and
registrar for the Common Shares.

PRINCIPAL SHAREHOLDERS

The following table sets forth information pertaining to the beneficial
ownership of the Company's Common Shares as of February 1, 1996 by James C.
Gorman and as of December 31, 1995 by each other person known to the Company to
own beneficially more than five percent of the outstanding Common Shares.

<TABLE>
<CAPTION>
NUMBER PERCENT OF
OF SHARES OUTSTANDING
NAME AND ADDRESS TYPE OF OWNERSHIP OWNED SHARES
- -------------------------------------------------------------- --------- -----------
<S> <C> <C> <C>
James C. Gorman Sole voting and investment power 446,514 5.19%
305 Bowman Street Shared voting and investment power 248,367 2.88%
Mansfield, Ohio 44903
--------- -----------
TOTAL 694,881 8.07%
Banc One Corporation As trustee with sole voting power 485,140 5.65%
100 East Broad Street As trustee with sole investment power 610,927 7.11%
Columbus, Ohio As trustee with shared voting power -0- --
43271-0251 As trustee with shared investment 84,711 .99%
power
--------- -----------
TOTAL 695,638(1)(2) 8.10%
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
NUMBER PERCENT OF
OF SHARES OUTSTANDING
NAME AND ADDRESS TYPE OF OWNERSHIP OWNED SHARES
- -------------------------------------------------------------- --------- -----------
<S> <C> <C> <C>
Pioneering Management As investment adviser with sole 679,557 7.91%
Corporation voting power
60 State Street As investment adviser with sole -0- --
Boston, Massachusetts investment power
02114 As investment adviser with shared -0- --
voting power
As investment adviser with shared 679,557 7.91%
investment power
--------- -----------
TOTAL 679,557(1) 7.91%
All Directors and 1,152,365(3) 13.43%
Executive
Officers as a group
(12 persons)
</TABLE>

- ---------------

(1) This figure represents the aggregate amount of Common Shares beneficially
owned. Of the aggregate amount, however, some shares are subject to sole
voting power but shared or no investment power, and some shares are subject
to sole investment power but shared or no voting power. Consequently, the
sum of this column does not equal the aggregate amount shown.

(2) The Company, the fiduciary of the Company's Individual Profit Sharing
Retirement Plan and Bank One Ohio Trust Company, N.A., Mansfield, Ohio (as
trustee) entered into a Distribution Agreement dated as of September 21,
1994 to establish a procedure to sell certain Common Shares held in trust to
the Plan. On November 22, 1994, the Securities and Exchange Commission
declared effective a registration statement filed by the Company on behalf
of Bank One Ohio Trust Company, N.A., Mansfield, Ohio (as trustee) in
respect of the Distribution Agreement. The registration statement, among
other things, permits Bank One Ohio Trust Company, N.A., Mansfield, Ohio (as
trustee) for a three-year period (ending November 22, 1997, unless extended)
to sell up to 75,000 Common Shares to the Plan at a per share price equal to
the average of the mean between the high and low sales prices of the Common
Shares on the American Stock Exchange on the nearest trading dates before
and after the date of sale.

Banc One Corporation owns all of the outstanding capital stock of Bank One
Ohio Trust Company, N.A., Mansfield, Ohio. Banc One Corporation also owns
all of the outstanding capital stock of Bank One Ohio Trust Company, N.A.,
Columbus, Ohio, the fiduciary of the Plan.

(3) Includes 351,237 shares as to which voting and investment power are shared.

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<PAGE> 11

EXECUTIVE COMPENSATION

There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1995, 1994 and 1993 of those persons who were, at December
31, 1995, (i) the chief executive officer and (ii) the other four most highly
compensated executive officers of the Company (the "Named Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION(1)(2) STOCK LONG-TERM
------------------------------------- OPTIONS/ INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER SARS PAYOUTS COMPENSATION
---- -------- ------- ------ --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Gorman.............. 1995 $160,000 $41,500 $ 963 -0- -0- -0-
Chairman and Chief 1994 159,333 43,000 966 -0- -0- -0-
Executive Officer 1993 158,000 41,500 955 -0- -0- -0-
John A. Walter............... 1995 153,000 76,500 2,412 -0- -0- -0-
President and Chief 1994 148,000 79,000 2,171 -0- -0- -0-
Operating Officer 1993 142,333 74,000 2,374 -0- -0- -0-
Jeffrey S. Gorman............ 1995 114,000 58,000 2,677 -0- -0- -0-
Vice President; General 1994 108,333 52,500 1,994 -0- -0- -0-
Manager, Mansfield Division 1993 103,000 47,000 1,992 -0- -0- -0-
K. Jack Bargahiser........... 1995 101,333 41,500 2,207 -0- -0- -0-
Vice President, 1994 99,333 43,000 1,901 -0- -0- -0-
Communications 1993 97,333 41,500 1,958 -0- -0- -0-
Kenneth E. Dudley............ 1995 92,000 26,500 2,090 -0- -0- -0-
Treasurer 1994 88,333 27,500 1,798 -0- -0- -0-
1993 83,667 25,500 1,835 -0- -0- -0-
</TABLE>

- ---------------

(1) The Company sponsors The Gorman-Rupp Company Individual Profit Sharing
Retirement Plan ("401(k) Plan"). Substantially all the employees of the
Company, including the executive officers and the employees of Patterson
Pump Company (a wholly owned subsidiary), are eligible to participate in the
401(k) Plan. Each participant in the 401(k) Plan may make before-tax
contributions to the Plan of up to 10% of compensation, but not in excess of
the maximum annual amount permitted by the Internal Revenue Code. The
maximum annual amount for 1996 is $9,500. Before-tax contributions made to
the 401(k) Plan qualify for deferred tax treatment under Section 401(k) of
the Code. The Company makes matching contributions on a monthly basis for
each participant who is an employee on the last day of the month equal to
20% of the first 2% of the participant's before-tax contributions made

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<PAGE> 12

during the month and 10% of the next 4% of the participant's before-tax
contributions made during the month. The participant's before-tax
contributions and the Company's matching contributions are nonforfeitable,
but are subject to special nondiscrimination tests imposed by the Code. If
the tests are not satisfied, contributions by or for highly compensated
employees are reduced. Each participant (or the beneficiary of a deceased
participant) receives the full amount allocated to a participant's account
upon any termination of the participant's employment. During 1995, a total
of $1,201,026, consisting of both participant before-tax contributions and
Company matching contributions, was allocated to participants' accounts
under the 401(k) Plan, including an aggregate amount of $44,477 to the
accounts of the executive officers which is included in the compensation
shown in the table. The amounts allocated during 1995 to the accounts of the
executive officers named in the table are as follows: Mr. J. C. Gorman
($4,033); Mr. Walter ($9,221); Mr. J. S. Gorman ($9,240); Mr. Bargahiser
($8,633); and Mr. Dudley ($9,240).

(2) The pension plan in which the Company's executive officers participate is a
defined benefit plan covering substantially all employees of the Company and
Patterson Pump Company; and the amounts of contributions or accruals
applicable to the individual participants therein cannot be readily
calculated. The aggregate contributions made to such plan for the benefit of
the Company's executive officers amount to approximately 4% of the total
contributions made on behalf of all participants covered by the plan.

In general, a participant's monthly benefit under the pension plan is
determined by multiplying 1.1% of his final average monthly compensation by
the number of his credited years and months of service. A participant's
final average monthly compensation is one-twelfth of the average annual
compensation of the participant for the last 10 years of the participant's
employment with the Company (or Patterson Pump Company) or, if less than 10,
for his actual years of such employment. The compensation covered by the
pension plan for 1995 is identical to the compensation set forth in the
table, except that the plan does not cover Directors' fees or profit-sharing
bonuses received by any executive officer, as well as, effective as of
November 1, 1994, any compensation in excess of $150,000. However,
compensation covered by the pension plan does include any before-tax
contributions made by the participant to the 401(k) Plan. The benefit
amounts applicable to each individual participant are not subject to any
deduction for Social Security benefits or other offset amounts.

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<PAGE> 13

As of November 1, 1995, the executive officers had the following number of
credited full years of service under the Company's pension plan: Mr. J.C.
Gorman-46; Mr. Walter-35; Mr. J.S. Gorman-17; Mr. Bargahiser-41; and Mr.
Dudley-39. As of November 1, 1995, the estimated annual benefits payable at
age 65 upon retirement to Messrs. Gorman, Walter, Gorman, Bargahiser and
Dudley are $76,010, $48,060, $16,556, $40,904 and $33,187, respectively. Mr.
J.C. Gorman is age 71 and is active as an officer of the Company. As
required by law because he is over age 70 1/2, he receives payments from the
pension plan. Those payments totaled $54,918 for a nine-month period in
1995.

PENSION AND RETIREMENT BENEFITS

The following table shows the estimated annual benefits under the Company's
pension plan which would have been payable to employees in various compensation
classifications upon retirement in 1995 at age 65 after selected periods of
service.

<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL PAY
AT AGE 65* 10 YEARS 20 YEARS 30 YEARS 40 YEARS
- ------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 25,000 $ 2,750 $ 5,500 $ 8,250 $ 11,000
50,000 5,500 11,000 16,500 22,000
75,000 8,250 16,500 24,750 33,000
100,000 11,000 22,000 33,000 44,000
125,000 13,750 27,500 41,250 55,000
150,000 16,500 33,000 49,500 66,000
</TABLE>

- ---------------

*Effective as of November 1, 1994, compensation in excess of $150,000 is
not taken into account under the pension plan.

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<PAGE> 14

SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Under the supervision of the Salary Committee of the Board of Directors,
the Company has developed compensation policies which seek to enhance the
profitability of the Company, and thus shareholder value, by aligning closely
the financial interests of the Company's senior managers with those of its
shareholders. In addition to these goals, annual base salaries are generally set
somewhat below competitive levels so that the Company relies to a large degree
on annual incentive compensation to retain corporate officers and other key
employees of outstanding abilities and to motivate them to perform to the full
extent of their abilities. The incentive compensation is closely tied to
corporate, business unit and individual performance in a manner that encourages
a long and continuing focus on building profitability and shareholder value.

Based on evaluation of these factors, the Committee believes that the
senior management of the Company is dedicated to achieving improvements in
long-term financial performance and that the compensation policies the Committee
administers has contributed to achieving this management focus.

Compensation for each of the Named Officers, as well as other senior
executives, consists of a base salary and annual incentive compensation or
profit sharing. The base salaries are fixed at levels somewhat below the
competitive amounts paid to senior managers with comparable qualifications,
experience and responsibilities at other large companies engaged in the same or
similar businesses as the Company. The annual incentive compensation is more
closely tied to the Company's success in achieving significant financial and
non-financial performance goals. The Committee considers the total compensation
of each of the Named Officers and the other senior executives in establishing
the elements of compensation.

In the early part of each fiscal year, the Committee reviews with the Chief
Executive Officer and approves, with modifications considered appropriate, an
annual salary for the Company's senior executives (other than the Chief
Executive Officer). Salaries are developed under the ultimate direction of the
Chief Executive Officer based upon industry and national surveys and performance
judgments as to the past and expected future contributions of the individual
senior executives. The Committee independently reviews and fixes the base salary
of the Chief Executive Officer based on similar competitive compensation data
and the Committee's assessment of his past performance and its expectation as to
his future contributions in leading the Company and its businesses.

At the beginning of each year, performance objectives for purposes of
determining annual profit sharing are established for each business unit based
upon operating earnings. At the end of each year, performance against these
objectives is determined by an arithmetic calculation. In determining the profit
sharing in 1995 for other eligible employees, including the Named Officers,

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<PAGE> 15

the Committee reviews with the Chief Executive Officer executive management's
recommendations based on individual performance. The results of these
evaluations are considered by the Salary Committee and the Board of Directors
when determining the amounts to be awarded as profit sharing (which appear as
"Bonus" in the Summary Compensation Table on page 11).

In determining the profit sharing for the Chief Executive Officer, in
addition to the factors discussed, the Committee considers the extent to which
the Chief Executive Officer has implemented a plan allowing for his reduction in
the day-to-day operation of the Company's business.

The Committee believes that its past awards of performance have
successfully focused the Company's senior management on building continued
profitability and shareholder value.

The foregoing report has been furnished by members of the Salary Committee.

<TABLE>
<S> <C> <C>
/s/ DR. PETER B. LAKE /s/ BURTON PRESTON /s/ THOMAS E. HOAGLIN
Dr. Peter B. Lake Burton Preston Thomas E. Hoaglin
Chairman
</TABLE>

SHAREHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Shares against
the cumulative total return of the American Stock Exchange Market Value Index
and a Peer Group Index for the period of five fiscal years commencing January 1,
1991 and ending December 31, 1995. The issuers in the Peer Group Index were
selected on a line-of-business basis by reference to SIC Code 3561--Pumps and
Pumping Equipment. The Peer Group Index is composed of the following issuers:
BWIP Holdings Inc., Dresser Industries, Inc., Duriron Company Inc., Goulds Pumps
Inc., Graco Inc., Haskel International, Inc., Idex Corp., IMO Industries, Inc.,
Met-Pro Corp., Robbins & Myers Inc., and Roper Industries Inc., in addition to
the Company.

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<PAGE> 16

COMPARISON OF 5-YEAR CUMULATIVE
TOTAL RETURN
AMONG THE GORMAN-RUPP COMPANY,
AMEX MARKET INDEX
AND PEER GROUP INDEX

<TABLE>
<CAPTION>
MEASUREMENT
PERIOD THE AMEX PEER
(FISCAL YEAR GORMAN- MARKET GROUP
COVERED) RUPP CO. INDEX INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 141.42 108.15 123.17
1992 224.93 112.02 124.86
1993 206.20 134.12 148.34
1994 218.82 126.41 131.04
1995 196.29 162.10 168.90
</TABLE>

- ASSUMES $100 INVESTED ON JAN. 1, 1991
- ASSUMES DIVIDEND REINVESTED
- FISCAL YEAR ENDING DEC. 31, 1995

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<PAGE> 17

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)

A proposal will be presented at the Meeting to ratify the appointment by
the Board of Directors of Ernst & Young LLP as independent public accountants
for the Company during the year ending December 31, 1996. Representatives of
Ernst & Young LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire and are expected to be
available to respond to appropriate questions. Although such ratification is not
required by law, the Board of Directors believes that shareholders should be
given this opportunity to express their views on the subject. While not binding
on the Board of Directors, the failure of the shareholders to ratify the
appointment of Ernst & Young LLP as the Company's independent public accountants
would be considered by the Directors in determining whether to continue the
engagement of Ernst & Young LLP.

THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL NO. 2 TO RATIFY THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

SHAREHOLDER PROPOSAL
(PROPOSAL NO. 3)

Two of the Company's shareholders (who are husband and wife) have submitted
the following Proposal and supporting statement for consideration and vote of
the shareholders at the Meeting. The Board of Directors and the Company accept
no responsibility for the Proposal or the supporting statement. The names and
addresses of the proponents, and the number of Common Shares held by them, will
be furnished by the Company to any person, orally or in writing as requested,
promptly upon the receipt of any oral or written request therefor. The Board of
Directors recommends a vote against the Proposal for the reasons stated
following the Proposal and supporting statement.

SHAREHOLDER PROPOSAL AND SUPPORTING STATEMENT

It is requested that the Board of Directors of The Gorman-Rupp Company
("GRC") adopt the following proposal:

To assure dedication to the best interests of GRC and to enhance the value
of GRC shares by causing GRC executives and top management to be concerned
shareholders through the implementation of:

A reasonable, progressive stock purchase program for management, so
that all officers and top managers of GRC will hold at least two and one
half (2 1/2) times their annual salary in GRC shares, within five (5) years
of the program's inception, also applying to later

17
<PAGE> 18

appointments to the category of officers or top management from date of
appointment. This minimum amount to be held throughout employment tenure
with GRC.

The proposal is not designed to cause any hardship to officers or top
management and it is left to the board to decide what is "reasonable".

It is prompted by the realization that the CEO is thoughtfully reducing his
active participation. The COO is approaching retirement age. The next COO will
probably be Jeffrey Gorman.

In this situation, should Jeffrey become unable to serve, a selection of
someone outside of the founding families would probably be made.

As a small guarantee that this person's drive and attitude would take equal
consideration of shareholders' interest and his or her personal achievement, we
feel that person should be a shareholder of some consequence.

The company's historical progress has been slow but steady. We are
comfortable with that, and we believe the proposal will help assure its
continuance in that mode.

This is not a radical proposal. More stringent ones are in effect by
companies such as Ford Motor Co., Scott Paper, J.C. Penney and Baxter Int.

Your consideration of the proposal will be greatly appreciated.

RECOMMENDATION AND STATEMENT OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THE
PROPOSAL.

Although the Proposal is unclear regarding its implementation, it attempts
to change the Company's basic compensation system so that "all officers and top
managers" must divert a percentage of their annual cash salaries into the
Company's Common Shares, until stated minimums are reached and maintained. This
inflexible approach fails to consider the many differences among each officer's
or manager's personal financial and family situation. As a consequence, the
Directors believe that the Proposal would place an undue hardship on many
officers and managers and may cause some to seek employment outside of the
Company.

(Hypothetically speaking, an officer with annual earnings of $100,000
before taxes, and presumably $500,000 over a five-year period, could be required
under the Proposal to spend an average of $50,000 per year, a total of $250,000
over five years, to purchase the Company's Common Shares. In this hypothetical
example, an officer's disposable cash, gross earnings reduced by related payroll
taxes and the requirements of the Proposal, could be reduced to nearly $7.00 per
hour.)

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<PAGE> 19

Contrary to the proponents' assertions, the Company's current compensation
policies for top management motivate these individuals to be responsible and
accountable for the Company's performance. As stated elsewhere in this Proxy
Statement, the annual base salaries of top management are generally set below
competitive levels. Therefore, the Company relies to a large degree on annual
incentive compensation to retain its key employees, and these individuals are
rewarded for results that maximize the shareholders' interests.

In addition, the Company has long sponsored plans that encourage the
ownership of the Company's Common Shares. The Company presently makes the
purchase of its Common Shares available (in some cases with Company cash
contributions, and in all cases without brokers' fees or commissions) under an
Employee Stock Purchase Plan, a 401(k) Plan and a Dividend Reinvestment Plan.
The Board of Directors has also for the last year been reviewing various
management plans to provide other ways to make Common Shares available to key
employees. Currently, all of the Company's officers are shareholders and
participate in one or more of the foregoing plans.

VOTE REQUIRED

The affirmative vote of the holders of at least a majority of the Common
Shares entitled to vote at the Meeting is required to approve the Proposal.
However, because the Proposal is precatory rather than mandatory, requesting,
rather than mandating action, its approval is not binding on the Company. While
not binding, the Board of Directors will nevertheless consider the views of the
shareholders if the Proposal is approved.

THE DIRECTORS RECOMMEND A VOTE AGAINST PROPOSAL NO. 3.

GENERAL INFORMATION

The Company's 1995 annual report to shareholders, including financial
statements, is being mailed concurrently with this Proxy Statement to all
shareholders of the Company.

The cost of soliciting proxies will be paid by the Company. In addition to
the use of the mails, proxies may be solicited personally or by telephone or
telecopy by a few officers or regular employees of the Company. No separate
compensation will be paid for the solicitation of proxies, although the Company
may reimburse brokers and other persons holding Common Shares in their names or
in the names of nominees for their expenses in sending proxy material to the
beneficial owners of such Common Shares.

Any proposal by a shareholder intended to be presented at the 1997 annual
meeting of shareholders must be received by the Company for inclusion in the
proxy statement and form of proxy of the Company relating to such meeting on or
before November 15, 1996.

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<PAGE> 20

OTHER BUSINESS

Financial and other reports will be submitted to the Meeting, but it is not
intended that any action will be taken in respect thereof. The Board of
Directors is not aware of any matters other than those referred to in this Proxy
Statement which might be brought before the Meeting for action, but if any such
other matters should arise, it is intended that the persons appointed as proxy
holders will vote or act thereon in accordance with their own judgment.

You are urged to date, sign and return your proxy promptly. For your
convenience, enclosed is a self-addressed return envelope requiring no postage
if mailed in the United States.

By Order of the Board of Directors

ROBERT E. KIRKENDALL
Secretary and Assistant Treasurer

March 14, 1996

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<PAGE> 21
THIS PROXY IS SOLICITED ON BEHALF
OF
THE BOARD OF DIRECTORS
THE GORMAN-RUPP COMPANY
305 Bowman Street - Mansfield, Ohio 44903
-----------------------------------------

The undersigned hereby appoints James C. Gorman, Robert E.
Kirkendall and Jeffrey S. Gorman as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and
to vote all of The Gorman-Rupp Company Common Shares held of record
on March 1, 1996 by the undersigned at the Annual Meeting of the
shareholders to be held on April 18, 1996, or at any adjournment
thereof, as follows:

THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR PROPOSAL NO. 1.
1. ELECTION OF DIRECTORS

<TABLE>
<S> <C>
FOR fixing the number of Directors at
8 and electing all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>

Nominees: James C. Gorman, William A. Calhoun, Dr. Peter B. Lake,
Burton Preston, John A. Walter, Jeffrey S. Gorman, James
R. Watson, Thomas E. Hoaglin

(INSTRUCTION: To withhold authority to vote for any individual
nominee, write his name on line below.)

--------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR PROPOSAL NO. 2.
2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP as
independent public accountants

FOR / / AGAINST / / ABSTAIN / /

THE BOARD OF DIRECTORS RECOMMEND A VOTE AGAINST PROPOSAL NO. 3.

3. APPROVAL OF THE SHAREHOLDER PROPOSAL
FOR / / AGAINST / / ABSTAIN / /
(To be signed and dated on other side)

(Continued from other side)

4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting.
PROXY
COMMON WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SHARES DIRECTED ON THE OTHER SIDE OF THIS CARD BY THE UNDERSIGNED
SHAREHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2, AND AGAINST PROPOSAL 3.

Please sign exactly as your name appears below. If signing as
attorney, executor, administrator, trustee or guardian,
please give full title as
such; and if signing for a
corporation, please give
your title. When shares are
in the names of more than
one person, each should
sign.
Date:________________, 1996

---------------------------

---------------------------
Signature of Shareholder(s)

/ / Please check this box if you
plan to attend the Meeting.