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Rule 424(b)(3)
Registration Statement
No. 333-45671
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PROSPECTUS
100,000 SHARES
THE GORMAN-RUPP COMPANY
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Common Shares
(Without Par Value)
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The securities offered hereby are presently outstanding Common
Shares, without par value ("Common Shares"), of The Gorman-Rupp Company (the
"Company"), and may be sold from time to time by a certain shareholder of the
Company acting as a principal for its own account. (See "Selling Shareholder").
The Company will receive none of the proceeds from the offering.
The Common Shares are registered with, and listed on, the
American Stock Exchange. On February 27, 1998, the closing sales price of Common
Shares as reported on the American Stock Exchange was $19.6250 per share.
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 Selling Shareholder may offer Common Shares to purchasers directly
or to or through broker-dealers which may act as principals or agents. The
Company has been advised by the Selling Shareholder that no underwriter will be
involved with the offer and sale of Common Shares hereby. (See "Plan of
Distribution").
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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.
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The date of this Prospectus is March 2, 1998.
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AVAILABLE INFORMATION
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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
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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, June 30 and September 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
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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.
THE COMPANY
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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.
SELLING SHAREHOLDER
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All Common Shares being offered for sale hereby are
registered with, and listed on, the American Stock Exchange and are the property
of the James C. Gorman, Sr. Trust (the "JCG Trust"). Bank One Trust Company,
N.A., Mansfield, Ohio (28 Park Avenue West, Mansfield, Ohio 44902), as trustee
of the JCG Trust (the "Selling Shareholder"), is the holder of record (as of
February 1, 1998) of 137,503 Common Shares, approximately 1.60% of Common Shares
outstanding. The Selling Shareholder plans to offer and sell hereby not in
excess of 100,000 Common Shares in the three years (unless extended) immediately
following the date of this Prospectus. (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.) On February 27,
1998, the closing sales price of Common Shares as reported on the American Stock
Exchange was $19.6250 per share.
The JCG Trust was created by agreement dated December 29, 1952
by James C. Gorman, Sr. (now deceased) for the benefit of his daughter, Jean
Gorman Bates, and her sons, Thomas Barnes Bates and Robert Sexton Bates (now
deceased). James C. Gorman, Chairman and a Director of the Company, and the son
of James C. Gorman, Sr., is the brother of Mrs. Bates and the uncle of her
surviving son. Jeffrey S. Gorman, Senior Vice President, General Manager of the
Mansfield Division and a Director of the Company, and a grandson of James C.
Gorman, Sr., is a nephew of Mrs. Bates and a cousin of her surviving son.
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The Selling Shareholder and its affiliates, in several
fiduciary capacities (including as trustee of the JCG Trust), beneficially own
(in accordance with the Rule 13d-3 of the Commission) an aggregate of 773,824
Common Shares (as of February 1, 1998), or approximately 8.99% of Common
Shares outstanding. Of this total, 475,317 Common Shares are held in trusts in
which members of the Gorman family have beneficial interests, and James C.
Gorman serves as a co-trustee with the Selling Shareholder in respect of
73,810 of such Common Shares.
Except as disclosed above and under the caption "Plan of
Distribution" below, there are no material relationships among the Company, the
Selling Shareholder, or the JCG Trust and its beneficiaries.
Common Shares continue to constitute a significant portion of
the assets of the JCG Trust. The Selling Shareholder is offering to sell certain
Common Shares hereby in order to diversify further the portfolio of the JCG
Trust. Assuming that all 100,000 Common Shares offered hereby are sold, the
Selling Shareholder will then hold 37,503 Common Shares of record in the JCG
Trust, approximately .44% of Common Shares outstanding.
<TABLE>
<CAPTION>
Held of Record Held of Record
Prior to Offering* After Offering**
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Approximate Approximate
Percent Percent
Number of Common Number of Common
Selling of Common Shares of Common Shares
Shareholder Shares Outstanding Shares Outstanding
- ----------- ------ ----------- ------ -----------
<S> <C> <C> <C> <C>
Bank One Trust
Company, N.A.,
Mansfield, Ohio, as
trustee of
the JCG Trust ...... 137,503 1.60% 37,503 .44%
<FN>
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*As of February 1, 1998.
**Assumes all Common Shares offered hereby will be sold.
</TABLE>
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PLAN OF DISTRIBUTION
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Common Shares offered hereby are being sold by the Selling
Shareholder acting as a principal for its own account. The Company will receive
none of the proceeds from the offering.
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 Selling Shareholder to purchasers
directly pursuant to Rule 144 promulgated under the Securities Act of 1933 or
otherwise, or to or through broker-dealers which may act as principals or
agents.
The Company has been advised by the Selling Shareholder that
no underwriter will be involved with the offer and sale of Common Shares hereby
and that any broker-dealers engaged by the Selling Shareholder will receive not
in excess of the usual and customary distributors' or sellers' commission. The
Selling Shareholder and 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.
The Selling Shareholder has executed and delivered a
Distribution Agreement dated as of December 1, 1997 (the "Distribution
Agreement") which governs the offer and sale of Common Shares offered hereby.
The other parties to the Distribution Agreement include the Company and Bank One
Trust Company, N.A., Columbus, Ohio (as trustee of The Gorman-Rupp Company
Individual Profit Sharing Retirement Plan). The Selling Shareholder is an
affiliate of Bank One Trust Company, N.A., Columbus, Ohio. The Company also
utilizes various commercial banking services of an affiliate of the Selling
Shareholder.
Pursuant to the Distribution Agreement, the Selling
Shareholder is obligated to sell up to 33,333 Common Shares per year (for a
three-year period, unless extended, beginning on the date of this Prospectus) to
the Company's foregoing employee benefit plan (the "Plan") whenever requested by
the fiduciary of the Plan. The fiduciary is obligated, except as otherwise
required under applicable law, to attempt to purchase Common Shares as needed
from the Selling Shareholder 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 mean between the high and low sales prices of Common
Shares on the American Stock Exchange on the nearest trading dates before and
after 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 fiduciary of the
Plan does not purchase or reserve the right to purchase 33,333 Common Shares in
any year covered by the Distribution Agreement, the Selling Shareholder will
have the option to sell to any person or entity, during a one-month window
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period at the end of each year, any Common Shares offered hereby which remain in
the allotment for that year. The Selling Shareholder may also determine to
allocate Common Shares from a subsequent year's allotment if no Shares are
remaining for the current year and the fiduciary of the Plan requires Shares in
excess of the current year's allotment.
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 Selling Shareholder and the
fiduciary, 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 fiduciary, and it, in turn,
will promptly furnish a copy to all participants in the Plan.
In certain situations, the Company and the Selling Shareholder
have agreed to indemnify and hold the other (and their respective controlling
persons) harmless from various liabilities, including liabilities arising out of
violations of the federal securities laws. The Distribution Agreement may be
terminated prior to the expiration of its term by the written agreement of the
Company and the Selling Shareholder, or at the option of the Selling Shareholder
upon the death of the income beneficiary of the JCG Trust. The Distribution
Agreement may be amended by the unanimous written consent of all parties
thereto.
LEGAL OPINION
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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
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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.
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* * * * * * * * *
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 or the Selling Shareholder.
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.
