<PAGE> 1
As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
THE GORMAN-RUPP COMPANY
(Exact name of Registrant as specified in its charter)
Ohio 34-0253990
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
305 Bowman Street
Mansfield, Ohio 44903
(419) 755-1011
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
ROBERT E. KIRKENDALL
Corporate Secretary
The Gorman-Rupp Company
305 Bowman Street
Mansfield, Ohio 44903
(419) 755-1011
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ANTHONY R. MOORE, ESQ.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [___]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to be Amount to be price offering registration
registered registered per unit price fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par
value 100,000* $20.6875** $2,068,750** $634.47**
- ----------------------------------------------------------------------------------------------
</TABLE>
*In accordance with Rule 416(a), the number of Common Shares
being registered hereunder may be increased from time to time to that number of
Common Shares resulting from a stock split, stock dividend or similar
transaction applicable to the currently registered number of Common Shares.
**The registration fee has been calculated, and the offering
price estimated, in accordance with Rule 457(c) upon the basis of the average of
the high and low sales prices of Common Shares as reported on the American Stock
Exchange on October 2, 1997, which was $20.9375 per Common Share.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
[END OF FACING PAGE]
The Exhibit Index is located at Page 15.
<PAGE> 3
PROSPECTUS
100,000 Shares
THE GORMAN-RUPP COMPANY
Common Shares
(Without Par Value)
The securities offered hereby are presently issued, but not
outstanding Common Shares, without par value ("Common Shares"), of The
Gorman-Rupp Company (the "Company"). These Common Shares are held in the
Company's treasury and may be sold from time to time by the Company acting as a
principal for its own account. The Company will receive all of the proceeds from
the offering and will use such proceeds for working capital purposes.
The Common Shares are registered with, and listed on, the
American Stock Exchange. On October 2, 1997, the closing sales price of Common
Shares as reported on the American Stock Exchange was $20.6875.
Sales of Common Shares may be effected from time to time in
negotiated transactions or on the American Stock Exchange at prevailing market
prices. The Company may offer Common Shares to purchasers directly or to or
through broker-dealers which may act as principals or agents. The Company has
determined that no underwriter will be involved with the offer and sale of
Common Shares hereby. (See "Plan of Distribution").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October __, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; at the
Commission's New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; and at the Commission's Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
also be obtained at prescribed rates from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, such material and other information pertaining to the Company may
be inspected at the American Stock Exchange, 86 Trinity Place, New York, New
York 10006, the national securities exchange on which Common Shares are listed
and traded. The Company is also subject to the electronic filing requirements
of the Commission. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission and that is located at
http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission hereby are
incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13(a) of the Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1997 filed pursuant to Section 13(a) of
the Exchange Act, and all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to above.
3. The description of Common Shares contained in documents
filed pursuant to the Exchange Act.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed to be incorporated by reference into this
Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference into this Prospectus or any registration statement containing this
Prospectus (other than exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus and any registration statement containing
this Prospectus incorporates). Such requests should be directed to Robert E.
Kirkendall, Corporate Secretary of the Company, at 305 Bowman Street, Mansfield,
Ohio 44903, or by telephone at (419) 755-1011.
<PAGE> 5
THE COMPANY
The Company is an Ohio corporation primarily engaged in the
design, development, production and sale of pumps, sewage pumping stations and
motive-powered pump units for use in construction, industrial, petroleum,
agricultural, water and waste water, original equipment, fire, military and
other liquid-handling applications.
The Company's principal executive offices are located at 305
Bowman Street, Mansfield, Ohio 44903. Its main telephone number is
(419)755-1011.
PLAN OF DISTRIBUTION
Common Shares offered hereby are being sold by the Company
acting as a principal for its own account. The Company will receive all of the
proceeds from the offering and will use such proceeds for working capital
purposes.
All Common Shares being offered for sale hereby are registered
with, and listed on, the American Stock Exchange and are held in the Company's
treasury. (In accordance with Rule 416(a) promulgated under the Securities Act
of 1933, the number of Common Shares being offered hereunder may be increased
from time to time to that number of Common Shares resulting from a stock split,
stock dividend or similar transaction applicable to the currently offered number
of Common Shares.) The Company plans to offer and sell hereby not in excess of
100,000 Common Shares in the two years immediately following the date of this
Prospectus (and thereafter, an additional 100,000 Common Shares in the following
two-year period under a new registration). The Company currently holds 265,576
Common Shares in its treasury. On October 2, 1997, the closing sales price of
Common Shares as reported on the American Stock Exchange was $20.6875 per share.
The sale of Common Shares may be effected from time to time in
negotiated transactions or on the American Stock Exchange at prevailing market
prices. Sales may be consummated by the Company to purchasers directly pursuant
to certain provisions of Section 4 of the Securities Act of 1933, or to or
through broker-dealers which may act as principals or agents.
The Company has determined that no underwriter will be
involved with the offer and sale of Common Shares hereby and that any
broker-dealers engaged by the Company will receive not in excess of the usual
and customary distributors' or sellers' commission. Any broker-dealers that
participate in the distribution of Common Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any commissions paid or any discounts or concessions allowed to them
and, if any such broker-dealers purchase Common Shares as principal, any profit
on the resale of Common Shares, may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
<PAGE> 6
The Company has executed and delivered a Distribution
Agreement dated as of October 1, 1997 (the "Distribution Agreement") which
governs the offer and sale of Common Shares offered hereby. The other parties to
the Distribution Agreement include National City Bank in two capacities, as
administrator of The Gorman-Rupp Company Employee Stock Purchase Plan, and as
agent of The Gorman-Rupp Company Dividend Reinvestment Service.
National City Bank acts as the transfer agent and registrar
for the Common Shares. Otherwise, there are no material relationships among the
Company and the fiduciaries.
Pursuant to the Distribution Agreement, the Company is
obligated to sell up to 50,000 Common Shares per year for a two-year period
beginning on the date of this Prospectus (and thereafter 50,000 Common Shares
per year for an additional two-year period under a new registration) to the
Company's foregoing plans (the "Plans") whenever requested by the fiduciaries of
the Plans. The fiduciaries are obligated, except as otherwise required under
applicable law, to attempt to purchase Common Shares as needed from the Company
before acquiring Common Shares from any other source.
The purchase price per Common Share will be a cash amount
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. No
brokerage fee or commission will be paid by or to any party in connection with
such sales. To the extent that the fiduciaries of the Plans do not purchase or
reserve the right to purchase 50,000 Common Shares in any year covered by the
Distribution Agreement, the Company will have the option to sell to any person
or entity, during a one-month window period at the end of each year, any Common
Shares offered hereby which remain in the allotment for that year.
Under the Distribution Agreement, the Company is obligated to
use all reasonable efforts to effect and maintain the registration of Common
Shares offered hereby during the term of the Distribution Agreement and, except
for fees and disbursements of counsel for the fiduciaries, the Company will pay
for all costs and expenses incurred in respect of the Distribution Agreement and
the registration and sale of Common Shares offered hereby. In addition, the
Company will deliver copies of this Prospectus, and all amendments and
supplements hereto, to the fiduciaries, and they, in turn, will promptly furnish
a copy to all participants in the Plans.
The Distribution Agreement may be terminated prior to the
expiration of its term by the written notice of the Company to the fiduciaries.
The Distribution Agreement may be amended by the unanimous written consent of
all parties thereto.
<PAGE> 7
LEGAL OPINION
The legality of Common Shares offered hereby will be passed
upon for the Company by Jones, Day, Reavis & Pogue, 901 Lakeside Avenue,
Cleveland, Ohio 44114.
EXPERTS
The consolidated financial statements of The Gorman-Rupp
Company for the year ended December 31, 1996 incorporated by reference and
included in The Gorman-Rupp Company's Annual Report on Form 10-K for the year
ended December 31, 1996 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
* * * * * * * * *
No person has been authorized to give any information or make
any representation other than as contained or incorporated by reference in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus shall not constitute an offer to
sell or a solicitation of an offer to buy any Common Shares offered hereby in
any jurisdiction where such offer or solicitation would be unlawful.
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following represents an itemized statement of all expenses
in connection with effecting the registration of the securities covered by this
Registration Statement:
<TABLE>
<S> <C>
Commission Registration Fee $ 634.47
Transfer Agent Fees ........ 1,500.00
Printing and Binding Costs . 500.00
Legal Fees and Expenses .... 15,000.00*
Accounting Fees and Expenses 5,000.00
Miscellaneous Expenses ..... 1,000.00*
-------------
Total ............. $ 23,634.47*
=============
</TABLE>
Pursuant to the Distribution Agreement, all of the foregoing
costs and expenses will be borne by the Company.
- ---------------------
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code authorizes the
indemnification of Directors and officers of an Ohio corporation in defense of
any civil, criminal, administrative or investigative proceeding. Article IV of
the Company's Regulations (incorporated herein by this reference from Exhibits
(3)(4) of the Company's Annual Report on Form 10-K for the year ended December
31, 1994) provides for indemnification in terms consistent with the statutory
authority, and the Company also maintains insurance covering certain liabilities
of the Directors and officers of the Company and its subsidiaries.
II-1
<PAGE> 9
Item 16. Exhibits
Exhibit Number Description of Document
1 Underwriting agreement. Not applicable
2 Plan of acquisition, reorganization, arrangement, liquidation
or succession. Not applicable
4 Instruments defining the rights of security holders, including
indentures.
(a) The Company's Amended Articles of Incorporation, as
amended+
(b) The Company's Regulations+
5 Opinion re legality.*
8 Opinion re tax matters. Not applicable
12 Statements re computation of ratios. Not applicable
15 Letter re unaudited interim financial information. Not
applicable
23 Consents of experts and counsel.
(a) Consent of Ernst & Young LLP*
(b) Consent of Jones, Day, Reavis & Pogue (set forth in the
opinion filed as Exhibit 5 to this Registration Statement)*
24 Power of attorney.
(a) Authorizing Resolutions*
(b) Of the Company*
(c) Of certain officers and Directors*
25 Statement of eligibility of trustee. Not applicable
26 Invitation for competitive bids. Not applicable
II-2
<PAGE> 10
Exhibit Number Description of Document
27 Financial data schedule. Submitted previously in electronic
filing
28 Information from reports furnished to state insurance
regulatory authorities. Not applicable
99 Additional exhibits.
(a) Distribution Agreement*
- -----------------------
+ Incorporated herein by this reference from Exhibits (3)(4)of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
1-6747).
* Filed with this Registration Statement; see Exhibit Index.
II-3
<PAGE> 11
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) 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;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if
this Registration Statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE> 12
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 herein, 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 Securities Act of 1933 may be permitted to Directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the 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 Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant 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 Registrant 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.
II-5
<PAGE> 13
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mansfield, State of Ohio, on October 7, 1997.
THE GORMAN-RUPP COMPANY
By ROBERT E. KIRKENDALL*
----------------------
Robert E. Kirkendall,
Attorney-in-Fact
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 A. WALTER* President, Principal October 7, 1997
- -------------------- Executive Officer
John A. Walter and Director
KENNETH E. DUDLEY* Treasurer and Principal October 7, 1997
- -------------------- Financial and
Kenneth E. Dudley Accounting Officer
JAMES C. GORMAN* Director October 7, 1997
- --------------------
James C. Gorman
WILLIAM A. CALHOUN* Director October 7, 1997
- --------------------
William A. Calhoun
JEFFREY S. GORMAN* Director October 7, 1997
- --------------------
Jeffrey S. Gorman
</TABLE>
II-6
<PAGE> 14
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
THOMAS E. HOAGLIN* Director October 7, 1997
- --------------------
Thomas E. Hoaglin
PETER B. LAKE* Director October 7, 1997
- --------------------
Peter B. Lake
JAMES R. WATSON* Director October 7, 1997
- --------------------
James R. Watson
</TABLE>
*The undersigned, by signing his name hereto, does sign and
execute this Registration Statement pursuant to Powers of Attorney executed by
the Registrant and by the above-named officers and Directors of the Registrant
and filed with the Securities and Exchange Commission on behalf of such
Registrant, officers and Directors.
By /s/ ROBERT E. KIRKENDALL
------------------------
Robert E. Kirkendall,
Attorney-in-Fact
Date: October 7, 1997
II-7
<PAGE> 15
FORM S-3 REGISTRATION STATEMENT NO. 333-_______
EXHIBIT INDEX
Exhibit Page
(4) (a) The Company's Amended Articles of
Incorporation, as amended +
(4) (b) The Company's Regulations +
(5) Opinion of Jones, Day, Reavis & Pogue
as to the legality of the securities
being registered 16
(23) (a) Consent of Ernst & Young LLP 17
(23) (b) Consent of Jones, Day, Reavis & Pogue *
(24) (a) Certified resolutions authorizing the
signing on behalf of the Company by
a power of attorney 18
(24) (b) Power of attorney of the Company 22
(24) (c) Power of attorney of certain officers
and Directors 24
(99) (a) Distribution Agreement 26
- ------------------
+ Incorporated herein by this reference from Exhibits (3)(4) of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
1-6747).
* Set forth in the opinion filed as Exhibit 5 to this Registration Statement.
II-8
<PAGE> 1
Exhibit (5)
October 7, 1997
The Gorman-Rupp Company
305 Bowman Street
Mansfield, Ohio 44903
Re: 100,000 Common Shares, Without
Par Value, Held in the Company's
Treasury, to be Offered by the
Company
Gentlemen:
We are acting as counsel for The Gorman-Rupp Company, an Ohio
corporation ("Gorman-Rupp"), in connection with the offer and sale of 100,000 of
Gorman-Rupp's issued, but not outstanding Common Shares, without par value (the
"Shares"). The Shares are held in Gorman-Rupp's treasury and may be sold from
time to time by Gorman-Rupp acting as a principal for its own account.
Gorman-Rupp will offer and sell the Shares only pursuant to a Distribution
Agreement dated as of October 1, 1997 (the "Distribution Agreement") and an
effective Registration Statement on Form S-3 filed by Gorman-Rupp with the
Securities and Exchange Commission.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereupon, we
are of the opinion that the Shares are duly authorized and, when issued and
delivered to the purchasers pursuant to the Distribution Agreement against
payment of the consideration therefor as provided therein, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit (5)
to the Form S-3 Registration Statement filed by Gorman-Rupp to effect
registration of the Shares under the Securities Act of 1933 and to the reference
to us under the caption "Legal Opinion" in the Prospectus constituting a part of
such Registration Statement.
Very truly yours,
/s/Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The Gorman-Rupp
Company for the registration of 100,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 31, 1997, with
respect to the consolidated financial statements of The Gorman-Rupp Company
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
October 6, 1997
<PAGE> 1
Exhibit 24(a)
THE GORMAN-RUPP COMPANY
Secretary's Certificate
The undersigned, Robert E. Kirkendall, hereby certifies (i)
that he is the duly elected, qualified and acting Corporate Secretary of The
Gorman-Rupp Company; and (ii) that attached hereto as Exhibit A is a true and
correct copy of certain resolutions duly adopted by the Company's Board of
Directors at a duly noticed and called meeting held on September 25, 1997 at
which a quorum was present and acting throughout, which resolutions have not
been amended, rescinded or modified and are in full force and effect on the date
hereof.
IN WITNESS WHEREOF, I have hereunto signed this Secretary's
Certificate this 7th day of October, 1997.
/s/ROBERT E. KIRKENDALL
Robert E. Kirkendall,
Corporate Secretary
<PAGE> 2
Exhibit A
THE GORMAN-RUPP COMPANY
Resolutions Adopted by the
Board of Directors at a Meeting
Held on September 25, 1997
RESOLVED, that the Distribution Agreement dated as of October
1, 1997 (a copy of which has been presented to, and hereby is ordered to be
annexed to the minutes of, this meeting) which relates to the proposed sale of
up to 200,000 of the Company's Common Shares held in its treasury, together with
the transactions and other matters and acts on the part of the Company
contemplated thereby, hereby are each authorized and approved.
FURTHER RESOLVED, that any executive officer of the Company
hereby is authorized, for and on behalf of the Company, to execute and deliver
the aforesaid Distribution Agreement, with such additions thereto and changes
therein as the officer so acting shall approve, such approval (and the authority
of the officer so acting) to be conclusively evidenced by his execution of such
document.
FURTHER RESOLVED, that in connection with the proposed sale of
up to 200,000 of the Company's Common Shares held in its treasury, the executive
officers of the Company, and each of them, hereby are authorized, for and on
behalf of the Company, (i) to prepare and cause to be prepared, executed and
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, a registration statement on Form S-3 (or such other form as
counsel to the Company may advise as appropriate), and to do and cause to be
done all other things necessary or advisable in order to effect the registration
of 200,000 Common Shares to permit the sales of such Shares by the Company
pursuant to the foregoing Distribution Agreement; and (ii) to take any and all
other action deemed necessary or advisable by such officers to continue such
registration in effect for a four-year period, including the filing of one or
more supplements or post-effective amendments thereto, or the filing of a new
comparable registration statement if required by law.
<PAGE> 3
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
take or cause to be taken any and all actions that they may deem necessary or
advisable in order to effect the registration, qualification or exemption of the
foregoing 200,000 Common Shares to permit the sales of such Shares by the
Company pursuant to the foregoing Distribution Agreement under the securities or
Blue Sky laws of any jurisdiction of the United States of America or Canada; and
in connection therewith, to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, covenants, resolutions and other papers
and instruments as may be required under such laws, and to take any and all
further action which they may deem necessary or advisable in order to maintain
any such registration, qualification or exemption for a four-year period.
FURTHER RESOLVED, that John A. Walter, Jeffrey S. Gorman,
Robert E. Kirkendall and Anthony R. Moore, and each of them, hereby are
appointed as attorneys for the Company, with full power of substitution and
resubstitution, for and in the name, place and stead of the Company, to sign and
file the aforesaid registration statement (or any new comparable registration
statement to continue such registration in effect for a four-year period) and
any and all supplements and amendments (including post-effective amendments),
exhibits and consents thereto, and any and all applications and other documents
to be filed with the Securities and Exchange Commission pertaining to such
registration statement(s) or the securities covered thereby; and to sign and
file any and all applications, reports, covenants, resolutions and other papers
and instruments in order to effect the foregoing registration, qualification or
exemption under the securities or Blue Sky laws of any jurisdiction of the
United States of America or Canada, with full power and authority to do and
perform any and all acts and things whatsoever necessary or advisable to be done
in the premises, and each such act by each such attorney hereby is ratified and
approved.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
execute a Power of Attorney evidencing the foregoing appointment.
<PAGE> 4
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized, for and on behalf of the Company, to
take any and all action that they may deem necessary or advisable in order to
register the Company as a dealer or broker in any jurisdiction wherein such
registration is necessary or advisable in order to permit sales of the Common
Shares held by the Company as contemplated herein; and in connection therewith,
to execute, acknowledge, verify, deliver, file and publish all applications,
reports, covenants, resolutions and other papers and instruments as may be
necessary or advisable under the securities or other laws of such jurisdictions,
and take any and all further action which they deem necessary or advisable in
order to maintain any such registration for as long as they may deem to be in
the best interests of the Company.
FURTHER RESOLVED, that if any jurisdiction in which any of the
foregoing applications, reports or other documents are filed prescribes a form
of resolution or resolutions to be adopted by the Directors of the Company, such
form of resolution or resolutions shall be deemed to have been and hereby is
adopted, and the Secretary or any attorney appointed for the Company hereby is
authorized and directed to certify the adoption of all such resolutions as
though such resolutions were adopted hereby, and all such resolutions hereby are
ordered to be annexed to the minutes of this meeting.
FURTHER RESOLVED, that the executive officers of the Company,
and each of them, hereby are authorized and directed, for and on behalf of the
Company, to execute and deliver all such documents and instruments and take all
such actions as the officer or officers so acting may approve as being necessary
or advisable to accomplish the purposes of any of the foregoing resolutions or
otherwise to consummate any of the transactions or other acts contemplated
thereby or incident thereto, and the execution and delivery of any such document
or instrument or taking of any such action by them, or any of them, shall be
conclusive evidence of the approval of the officer or officers so acting and of
their authority so to act.
<PAGE> 1
Exhibit 24(b)
POWER OF ATTORNEY
The undersigned, The Gorman-Rupp Company, an Ohio corporation
(the "Company"), by the undersigned officer of the Company hereunto duly
authorized, hereby appoints John A. Walter, Jeffrey S. Gorman, Robert E.
Kirkendall and Anthony R. Moore, and each of them, as attorneys for the Company,
with full power of substitution and resubstitution, for and in its name, place
and stead, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, (i) a registration statement on Form S-3
(or such other form as counsel to the Company may advise as appropriate) in
order to effect the registration of 200,000 of the Company's Common Shares held
in its treasury to permit the sale of such Shares by the Company pursuant to a
Distribution Agreement dated as of October 1, 1997, (ii) any new comparable
registration statement to continue such registration in effect for a four-year
period, and (iii) any and all supplements, amendments (including post-effective
amendments), exhibits and consents to such registration statement(s), and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration statement(s) or the
securities covered thereby; and to take any and all other action that any of
them deem necessary or advisable in order to effect the registration,
qualification or exemption of the foregoing 200,000 Common Shares similarly to
<PAGE> 2
permit the sales of such Shares by the Company under the securities or Blue Sky
laws of any jurisdiction of the United States of America or Canada, with full
power and authority to do and perform any and all acts and things whatsoever
necessary or advisable.
Executed as of the 25th day of September, 1997.
THE GORMAN-RUPP COMPANY
By /s/ROBERT E. KIRKENDALL
Robert E. Kirkendall,
Corporate Secretary
<PAGE> 1
Exhibit 24(c)
POWER OF ATTORNEY
The undersigned directors and officers of The Gorman-Rupp
Company (the "Company") hereby appoint John A. Walter, Jeffrey S. Gorman, Robert
E. Kirkendall and Anthony R. Moore, and each of them, as attorneys for the
undersigned and for each of them, with full power of substitution and
resubstitution, for and in the name, place and stead of each of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (i) a registration statement on Form S-3 (or
such other form as counsel to the Company may advise as appropriate) in order to
effect the registration of 200,000 of the Company's Common Shares held in its
treasury to permit the sale of such Shares by the Company pursuant to a
Distribution Agreement dated as of October 1, 1997, (ii) any new comparable
registration statement to continue such registration in effect for a four-year
period, and (iii) any and all supplements, amendments (including post-effective
amendments), exhibits and consents to such registration statement(s), and any
and all applications or other documents to be filed with the Securities and
Exchange Commission pertaining to such registration statement(s) or the
securities covered thereby; and to take any and all other action that any of
them deem necessary or advisable in order to effect the registration,
qualification or exemption of the foregoing 200,000 Common Shares similarly to
permit the sales of such Shares by
<PAGE> 2
the Company under the securities or Blue Sky laws of any jurisdiction of the
United States of America or Canada, with full power and authority to do and
perform any and all acts and things whatsoever necessary or advisable.
Executed as of the 25th day of September, 1997.
/s/JOHN A. WALTER President, Principal Executive
John A. Walter Officer and Director
/s/KENNETH E. DUDLEY Treasurer and Principal Financial
Kenneth E. Dudley and Accounting Officer
/s/JAMES C. GORMAN Director
James C. Gorman
/s/WILLIAM A. CALHOUN Director
William A. Calhoun
/s/JEFFREY S. GORMAN Director
Jeffrey S. Gorman
/s/THOMAS E HOAGLIN Director
Thomas E. Hoaglin
/s/PETER B. LAKE Director
Peter B. Lake, Ph.D.
/s/JAMES R. WATSON Director
James R. Watson
<PAGE> 1
Exhibit 99(a)
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is dated as of October 1, 1997
("Agreement") and among THE GORMAN-RUPP COMPANY, an Ohio corporation
("Gorman-Rupp"), NATIONAL CITY BANK, as administrator of The Gorman-Rupp Company
Employee Stock Purchase Plan (the "Administrator"), and NATIONAL CITY BANK, as
agent of The Gorman-Rupp Company Dividend Reinvestment Service (the "Agent").
Recitals
A. Gorman-Rupp holds certain of its Common Shares, without par
value ("Shares"), in its treasury.
B. Gorman-Rupp plans to sell not in excess of 200,000 Shares
held in its treasury (the "Registered Shares") in the four years immediately
following the Effective Date (as defined in Section 3(a) of this Agreement).
C. Each of the Administrator and the Agent (individually, a
"Fiduciary," and collectively, the "Fiduciaries") has occasion, from time to
time, to acquire varying amounts of Shares in order to fulfill its obligations
under The Gorman-Rupp Company Employee Stock Purchase Plan and The Gorman-Rupp
Company Dividend Reinvestment Service (collectively, the "Plans"), respectively.
D. The Fiduciaries desire to purchase from Gorman-Rupp, and
Gorman-Rupp desires to sell to the Fiduciaries, all or a portion of the
Registered Shares.
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth, on the basis of the representations and
warranties contained herein, and as an inducement to Gorman-Rupp to effect the
registration and qualification of the Registered Shares under applicable law,
the parties hereto hereby agree as follows:
1. Sales of Registered Shares to Fiduciaries. (a) (i) From the
Effective Date until the same day of the eleventh month following the Effective
Date, (ii) from the first anniversary of the Effective Date until the same day
of the eleventh month following such anniversary, (iii) from the second
anniversary of the Effective Date until the same day of the eleventh month
following such anniversary, and (iv) from the third anniversary of the Effective
Date until the same day of the eleventh month following such anniversary,
Gorman-Rupp agrees, to the extent there are Registered Shares remaining in the
Annual Share Allotment (as defined in Section 1(c) below), to sell to a
Fiduciary that number of Registered Shares which a Fiduciary may from time to
time request for a per Share purchase price equal to the average of the high and
low sales prices of Shares on the American Stock Exchange on the nearest trading
date before the date of sale. No brokerage fee or commission shall be paid by or
to any party in connection with any sale of Registered Shares pursuant to this
Section 1(a).
(b) Each Fiduciary agrees that, except as may be otherwise
required under applicable law, for so long as this Agreement remains in effect,
to the extent it seeks to acquire Shares, it shall attempt to purchase
Registered Shares from Gorman-Rupp before attempting to purchase Shares from any
other person or entity; provided, however, except as expressly provided herein,
nothing in this Agreement is intended or shall be construed to require any
Fiduciary to purchase Registered Shares.
<PAGE> 3
(c) The "Annual Share Allotment" from the Effective Date until
the end of the day preceding the first anniversary of the Effective Date shall
mean 50,000 Registered Shares, and from the first anniversary of the Effective
Date until the end of the day preceding the second anniversary of the Effective
Date shall mean 50,000 Registered Shares (plus any Registered Shares from the
Annual Share Allotment for the prior year which were not sold pursuant to this
Agreement), and from the second anniversary of the Effective Date until the end
of the day preceding the third anniversary of the Effective Date shall mean
50,000 Registered Shares (plus any Registered Shares from the Annual Share
Allotment for the prior year which were not sold pursuant to this Agreement),
and from the third anniversary of the Effective Date until the end of the day
preceding the fourth anniversary of the Effective Date shall mean 50,000
Registered Shares (plus any Registered Shares from the Annual Share Allotment
for the prior year which were not sold pursuant to this Agreement); provided,
however, that the number of Registered Shares set forth above may be increased
or decreased as provided in Section 9 hereof.
2. Sales of Registered Shares to Third Parties. (a) From the
day following the last day of the period described in any of clauses (i), (ii),
(iii) or (iv) of Section 1(a) hereof until the day preceding the next
anniversary of the Effective Date, Gorman-Rupp may sell any Registered Shares
remaining in the Annual Share Allotment to any person or entity; provided,
however, no sales shall be made under this Section 2 unless, upon inquiry of
Gorman-Rupp, the Fiduciaries have advised Gorman-Rupp not less than two business
days prior to any proposed sale that no Fiduciary anticipates purchasing any
Registered Shares prior to the next anniversary of the Effective Date. If a
Fiduciary advises Gorman-Rupp in response to an inquiry pursuant to the
preceding sentence that it anticipates
<PAGE> 4
purchasing Registered Shares prior to the next anniversary of the Effective
Date, such Fiduciary shall estimate the number of Registered Shares that it
anticipates purchasing, which number of Registered Shares shall be reserved from
the Registered Shares remaining in the Annual Share Allotment for that year and,
unless included in the Annual Share Allotment for the following year, such
Registered Shares shall not be available for sale to a third party pursuant to
this Section 2.
3. Registration Statement. (a) Gorman-Rupp shall prepare and
file with the Securities and Exchange Commission ("SEC") one or more
registration statements on Form S-3, or other appropriate form under the
Securities Act of 1933 (the "Act"), in respect of the Registered Shares.
Gorman-Rupp shall use all reasonable efforts to cause such registration
statement(s) (the "Registration Statement") to become effective and will advise
each of the Fiduciaries when it has become effective. Gorman-Rupp shall also
advise each of the Fiduciaries promptly of the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement or of the
institution of any proceedings for that purpose, and Gorman-Rupp shall use all
reasonable efforts to prevent the issuance of any such stop order and to obtain
as soon as possible the lifting thereof, if issued. Gorman-Rupp shall use all
reasonable efforts to comply with the Act and the Securities Exchange Act of
1934 (the "Exchange Act") so as to permit the continuance of sales of and
dealing in the Registered Shares for a period of four years following the day
the Registration Statement first becomes effective (the "Effective Date").
Gorman-Rupp shall furnish to each Fiduciary a copy of the Registration Statement
and all amendments and supplements thereto, any
<PAGE> 5
preliminary and the final prospectus contained therein (the "Prospectus") and
all amendments and supplements thereto, in each case as soon as available.
(b) Gorman-Rupp shall pay or cause to be paid all costs and
expenses incurred in connection with the transactions contemplated by this
Section 3, including, without limitation, fees and disbursements of counsel (but
excluding any fees and disbursements of counsel for any Fiduciary); costs and
expenses in connection with the preparation, printing and delivery of the
Registration Statement, the Prospectus and the certificates for the Registered
Shares; fees and expenses of the transfer agent and registrar for the Shares;
accounting fees and disbursements; and any transfer taxes on any sales of
Registered Shares.
(c) In connection with the distribution of the Prospectus, and
all amendments and supplements thereto to all participants in the Plans,
Gorman-Rupp shall deliver the appropriate number of copies of the Prospectus,
and all amendments or supplements thereto, to the Fiduciaries as soon as
available.
4. Representations and Warranties of Gorman-Rupp. Gorman-Rupp
represents and warrants to each Fiduciary that:
(a) Gorman-Rupp has full legal right, power and authority to
enter into this Agreement; this Agreement has been duly authorized, executed and
delivered by Gorman-Rupp; and, when duly executed and delivered by each of the
other parties hereto, this Agreement will constitute a valid and binding
obligation of Gorman-Rupp.
(b) Gorman-Rupp has full legal right, power and authority to
sell the Registered Shares to be sold pursuant to this Agreement.
<PAGE> 6
(c) Upon delivery of the consideration for any Registered
Shares, the purchaser acquiring the Registered Shares pursuant to this Agreement
will acquire good and marketable title to such Registered Shares, free and clear
of any lien, pledge, equity, restriction, claim or encumbrance.
5. Representations and Warranties of the Fiduciaries. Each
Fiduciary represents and warrants to Gorman-Rupp that it has full legal right,
power and authority to enter into this Agreement, that this Agreement has been
duly authorized, executed and delivered by such Fiduciary and, that when duly
executed and delivered by each of the other parties hereto, this Agreement will
constitute a valid and binding obligation of such Fiduciary.
6. Covenant of Gorman-Rupp. From the Effective Date until the
earlier of the termination of this Agreement pursuant to Section 8 or the fourth
anniversary of the Effective Date, Gorman-Rupp shall not sell any Registered
Shares except pursuant to this Agreement.
7. Covenant of the Fiduciaries. The Fiduciaries shall furnish
a copy of the Prospectus, and all amendments and supplements thereto, received
by them from Gorman-Rupp to all participants in the Plans as promptly as
possible.
8. Termination and Amendment. This Agreement may be terminated
at any time by the written notice of Gorman-Rupp to the Fiduciaries, and upon
such notice no party hereto shall have any further obligation to comply with the
terms and provisions of this Agreement. This Agreement may only be amended by
the unanimous written consent of the parties hereto. Each party agrees that it
shall not withhold its consent to any amendment to
<PAGE> 7
this Agreement which amendment cannot reasonably be construed to affect the
rights or obligations of such party hereunder.
<PAGE> 8
9. Protection Against Dilution. In case of a dividend payable
in Shares or the recapitalization of Gorman-Rupp through a split of outstanding
Shares or a combination of such outstanding Shares into a lesser number, any
number of Registered Shares provided for in this Agreement shall be adjusted so
that the new number when divided by the number of outstanding Shares immediately
following such event equals the quotient of the number provided in this
Agreement (after any prior adjustments pursuant to this Section 9) divided by
the number of Shares outstanding immediately prior to such event.
10. Survival. The respective covenants, representations and
warranties of the parties contained in this Agreement shall survive delivery of
and payment for the Registered Shares and any termination of this Agreement.
11. Notices. All communications under this Agreement shall be
in writing and shall be effective when sent to each party at the address set
forth beneath its signature or, if any party has designated a different address
by notice to the others, then to the last address so designated.
12. Successors; Governing Law. This Agreement shall inure to
the benefit of and be binding upon each of the parties hereto and their
respective successors. This Agreement and its provisions are for the sole
benefit of only such parties. Nothing in this Agreement is intended or shall be
construed to give any person, other than the persons referred to in this Section
12, any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein. This Agreement shall be governed by
and construed in accordance with the internal substantive laws of the State of
Ohio.
<PAGE> 9
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective duly authorized officers as of the day and year
first above written.
THE GORMAN-RUPP COMPANY
By: /s/ ROBERT E. KIRKENDALL
----------------------------
Robert E. Kirkendall
Secretary and Assistant Treasurer
Address: 305 Bowman Street
Mansfield, Ohio 44903
NATIONAL CITY BANK, as
Administrator of The Gorman-Rupp
Company Employee Stock Purchase Plan
By: /s/ DAVID B. DAVIS
---------------------------
David B. Davis
Vice President
Address: 1900 East Ninth Street
Cleveland, Ohio 44114
NATIONAL CITY BANK, as Agent of
The Gorman-Rupp Company Dividend
Reinvestment Service
By: /s/ DAVID B. DAVIS
---------------------------
David B. Davis
Vice President
Address: 1900 East Ninth Street
Cleveland, Ohio 44114
