<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998
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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
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* $19.8125** $1,981,250** $584.47**
- -----------------------------------------------------------------------------------------------------------------
</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 February 3, 1998, which was $19.53125 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 16.
<PAGE> 3
PROSPECTUS
100,000 SHARES
THE GORMAN-RUPP COMPANY
______
Common Shares
(Without Par Value)
______
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 3, 1998, the closing sales price of Common
Shares as reported on the American Stock Exchange was $19.8125 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").
______
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 February __, 1998.
<PAGE> 4
2
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, 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
<PAGE> 5
3
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
-----------
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
-------------------
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 3,
1998, the closing sales price of Common Shares as reported on the American Stock
Exchange was $19.8125 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.
<PAGE> 6
4
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**
------------------ ----------------
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>
_________
*As of February 1, 1998.
**Assumes all Common Shares offered hereby will be sold.
</TABLE>
<PAGE> 7
5
PLAN OF DISTRIBUTION
--------------------
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 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
<PAGE> 8
6
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
-------------
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.
<PAGE> 9
7
* * * * * * * * *
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.
<PAGE> 10
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:
Commission Registration Fee ............... $ 584.47
Transfer Agent Fees ....................... 1,500.00*
Financial Printer Fees .................... 1,000.00*
Copying and Binding Costs ................. 100.00
Legal Fees and Expenses ................... 15,000.00
Accounting Fees and Expenses .............. 5,000.00
Miscellaneous Expenses .................... 1,000.00*
---------
Total ............................ $24,184.47*
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> 11
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 Invitations for competitive bids. Not
applicable
II-2
<PAGE> 12
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> 13
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.
(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.
II-4
<PAGE> 14
(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> 15
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 February 5, 1998.
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 February 5, 1998
- -------------------- Executive Officer
John A. Walter and Director
KENNETH E. DUDLEY* Treasurer and Principal February 5, 1998
- -------------------- Financial and
Kenneth E. Dudley Accounting Officer
JAMES C. GORMAN* Director February 5, 1998
- --------------------
James C. Gorman
WILLIAM A. CALHOUN* Director February 5, 1998
- --------------------
William A. Calhoun
JEFFREY S. GORMAN* Director February 5, 1998
- --------------------
Jeffrey S. Gorman
</TABLE>
II-6
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director February 5, 1998
- --------------------
Thomas E. Hoaglin
PETER B. LAKE* Director February 5, 1998
- --------------------
Peter B. Lake
JAMES R. WATSON* Director February 5, 1998
- --------------------
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: February 5, 1998
II-7
<PAGE> 17
<TABLE>
<CAPTION>
FORM S-3 REGISTRATION STATEMENT NO. 333-_________
EXHIBIT INDEX
Exhibit Page
- ------- ----
<S> <C> <C>
(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 17
(23) (a) Consent of Ernst & Young LLP 18
(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 19
(24) (b) Power of attorney of the Company 23
(24) (c) Power of attorney of certain officers
and Directors 25
(99) (a) Distribution Agreement 27
</TABLE>
- ------------------
+ 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.
<PAGE> 1
Exhibit (5)
-----------
February 5, 1998
The Gorman-Rupp Company
305 Bowman Street
Mansfield, Ohio 44903
Re: 100,000 Common Shares, Without
Par Value, to be Offered by a
Selling Shareholder
------------------------------
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 outstanding Common Shares, without par value (the "Shares"), by
Bank One Trust Company, N.A., Mansfield, Ohio, as trustee of the James C.
Gorman, Sr. Trust (the "Selling Shareholder"). The Selling Shareholder will
offer and sell the Shares only pursuant to a Distribution Agreement dated as of
December 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, 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 for the
benefit of a selling shareholder 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 the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Cleveland, Ohio
February 3, 1998
<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 October 23, 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 5th day of February, 1998.
/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 October 23, 1997
------------------------
RESOLVED, that the Distribution Agreement dated as of
December 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
resale of up to 100,000 of the Company's Common Shares held by Bank One Trust
Company, N.A., Mansfield, Ohio, as trustee of the James C. Gorman, Sr. Trust
dated December 29, 1952, 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 resale
of up to 100,000 of the Company's Common Shares held by Bank One Trust Company,
N.A., Mansfield, Ohio (as trustee), 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 100,000 Common Shares to permit
the sales of such Shares by Bank One (as trustee) 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 statement
in effect for a three-year period, including the filing of one or more
supplements or post-effective amendments thereto.
<PAGE> 3
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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 100,000 Common Shares to permit the sales of such Shares by Bank One
(as trustee) 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 three-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 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 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
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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 Bank One (as trustee) 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)
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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 100,000 of the Company's Common Shares to
permit the sale of such Shares by Bank One Trust Company, N.A., Mansfield,
Ohio (as trustee) pursuant to a Distribution Agreement dated as of December 1,
1997, and (ii) any and all supplements, amendments (including post-effective
amendments), exhibits and consents to such registration statement, and any and
all applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement 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 100,000 Common Shares similarly to permit the sales of such Shares by
Bank One (as trustee) 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.
<PAGE> 2
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Executed this 23rd day of October, 1997.
THE GORMAN-RUPP COMPANY
By/s/ROBERT E. KIRKENDALL
----------------------------
Robert E. Kirkendall,
Corporate Secretary
<PAGE> 1
Exhibit 24(c)
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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 100,000 of the Company's Common Shares to permit the
sale of such Shares by Bank One Trust Company, N.A., Mansfield, Ohio (as
trustee) pursuant to a Distribution Agreement dated as of December 1, 1997, and
(ii) any and all supplements, amendments (including post-effective amendments),
exhibits and consents to such registration statement, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement 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 100,000 Common Shares similarly to permit the sales of such Shares by
Bank One (as trustee) 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.
<PAGE> 2
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Executed this 23rd day of October, 1997.
/s/JOHN A. WALTER President, Principal Executive
- -------------------------- Officer and Director
John A. Walter
/s/KENNETH E. DUDLEY Treasurer and Principal Financial
- -------------------------- and Accounting Officer
Kenneth E. Dudley
/s/JAMES C. GORMAN Director
- --------------------------
James C. Gorman
/s/WILLIAM A. CALHOUN Director
- --------------------------
William A. Calhoun
/s/JEFFREY S. GORMAN Director
- --------------------------
Jeffrey S. Gorman
- -------------------------- Director
Thomas E. Hoaglin
/S/PETER B. LAKE, PH.D 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 December 1, 1997
("Agreement") and among THE GORMAN-RUPP COMPANY, an Ohio corporation
("Gorman-Rupp"), BANK ONE TRUST COMPANY, N.A., MANSFIELD, OHIO, as trustee of
the James C. Gorman, Sr. Trust dated December 29, 1952 (the "JCG Trust"), and
BANK ONE TRUST COMPANY, N.A., COLUMBUS, OHIO, as trustee of The Gorman-Rupp
Company Individual Profit Sharing Retirement Plan (the "Profit Sharing
Trustee").
Recitals
--------
A. Bank One Trust Company, N.A., Mansfield, Ohio, as trustee
of the JCG Trust (the "Selling Shareholder"), is a holder of record of
Gorman-Rupp Common Shares, without par value ("Shares").
B. The Selling Shareholder plans to sell not in excess of
100,000 Shares (the "Registered Shares") in the three years immediately
following the Effective Date (as defined in Section 3(a) of this Agreement).
C. Pursuant to the Judgment of the Common Pleas Court of
Richland County, Ohio entered on February 1, 1971, the Selling Shareholder has
the authority to sell the Registered Shares irrespective of any restriction
contained in Article II, Paragraph A of the agreement creating the JCG Trust.
D. The Profit Sharing Trustee (the "Fiduciary") has occasion,
from time to time, to acquire varying amounts of Shares in order to fulfill its
obligations under The Gorman-Rupp Company Individual Profit Sharing Retirement
Plan (the "Plan").
E. The Fiduciary desires to purchase from the Selling
Shareholder, and the Selling Shareholder desires to sell to the Fiduciary, all
or a portion of the Registered Shares.
<PAGE> 2
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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 THE FIDUCIARY. (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, and (iii) from the
second anniversary of the Effective Date until the same day of the eleventh
month following such anniversary, the Selling Shareholder agrees, to the extent
there are Registered Shares remaining in the Annual Share Allotment (as defined
in Section 1(c) below), or to the extent that the Selling Shareholder determines
to allocate Registered Shares from the subsequent year's Annual Share Allotment
if no such Registered Shares are remaining, to sell to the Fiduciary that number
of Registered Shares which the Fiduciary may from time to time request for a per
Share purchase price equal to the average of the mean between the high and low
sales prices of Shares on the American Stock Exchange on the nearest trading
dates before and after 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) The 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 the Selling Shareholder before
<PAGE> 3
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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 the Fiduciary to purchase Registered
Shares.
(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 33,333 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 33,333 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 33,334 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 11 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)
or (iii) of Section 1(a) hereof until the day preceding the next anniversary of
the Effective Date, the Selling Shareholder 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 the
Selling Shareholder, the Fiduciary has advised the Selling Shareholder not less
than two business days prior to any proposed sale that the Fiduciary does not
anticipate purchasing any Registered Shares prior to the next anniversary of the
Effective Date. If the Fiduciary advises the Selling Shareholder in response to
an inquiry pursuant to the preceding sentence that it anticipates purchasing
Registered Shares prior to the next
<PAGE> 4
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anniversary of the Effective Date, the 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") a registration
statement 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 (the "Registration
Statement") to become effective and will advise the Selling Shareholder and the
Fiduciary when it has become effective. Gorman-Rupp shall also advise the
Selling Shareholder and the Fiduciary 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 three years following the day
the Registration Statement first becomes effective (the "Effective Date").
Gorman-Rupp shall furnish to
<PAGE> 5
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the Selling Shareholder and the Fiduciary a copy of the Registration Statement
and all amendments and supplements thereto, any 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 the Selling Shareholder or
for the 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 Plan,
Gorman-Rupp shall deliver the appropriate number of copies of the Prospectus,
and all amendments or supplements thereto, to the Fiduciary as soon as
available.
4. REPRESENTATIONS AND WARRANTIES OF GORMAN-RUPP. Gorman-Rupp
represents and warrants to the Selling Shareholder and to the Fiduciary 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 Gorman-Rupp
and, that when duly executed and delivered by each of the other parties hereto,
this Agreement will constitute a valid and binding obligation of Gorman-Rupp.
<PAGE> 6
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5. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER.
The Selling Shareholder represents and warrants to Gorman- Rupp and to the
Fiduciary that:
(a) The Selling Shareholder has full legal right, power and
authority to enter into this Agreement and to sell the Registered Shares to be
sold pursuant to this Agreement.
(b) 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.
(c) This Agreement has been duly authorized, executed and
delivered by the Selling Shareholder and, when duly executed and delivered by
each of the other parties hereto, this Agreement will constitute a valid and
binding obligation of the Selling Shareholder.
(d) All information furnished to Gorman-Rupp by the Selling
Shareholder for use in the preparation of the Registration Statement and the
Prospectus, and all amendments and supplements thereto, is, and will be at the
Effective Date or as of the date of any amendment or supplement, as the case may
be, true, correct and complete in all material respects, and will include all
material facts required to be stated therein or necessary to make the statements
therein not misleading.
6. REPRESENTATIONS AND WARRANTIES OF THE FIDUCIARY. The
Fiduciary represents and warrants to Gorman-Rupp and the Selling Shareholder
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 the
Fiduciary and, that when duly executed and
<PAGE> 7
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delivered by each of the other parties hereto, this Agreement will constitute a
valid and binding obligation of the Fiduciary.
7. INDEMNIFICATION. (a) Gorman-Rupp shall indemnify and hold
harmless the Selling Shareholder and each person, if any, who controls the
Selling Shareholder within the meaning of Section 15 of the Act, jointly and
severally, against any and all loss, cost, damage or expense (including
attorneys' and experts' fees) to which such person may become subject insofar as
such loss, cost, damage or expense arises out of or is based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement or Prospectus, or any amendments or supplements thereto,
or arises out of or is based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, except insofar as any such loss, cost, damage or expense arises out
of or is based upon any untrue statement or omission or alleged untrue statement
or omission in the Registration Statement or Prospectus, or any amendments or
supplements thereto, made in reliance upon and in conformity with information
furnished to Gorman-Rupp by the Selling Shareholder specifically for use in the
Registration Statement or the Prospectus, or any amendments or supplements
thereto.
(b) The Selling Shareholder shall indemnify and hold harmless
Gorman-Rupp and each person who controls Gorman-Rupp within the meaning of
Section 15 of the Act, jointly and severally, against any and all loss, cost,
damage or expense (including attorneys' and experts' fees) to which such person
may become subject insofar as such loss, cost, damage or expense arises out of
or is based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in
<PAGE> 8
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the Registration Statement or Prospectus, or any amendments or supplements
thereto, or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, but only to the extent such loss, cost, damage or expense arises
out of or is based upon information furnished by the Selling Shareholder to
Gorman-Rupp specifically for use in the Registration Statement or the
Prospectus, or any amendments or supplements thereto; or (ii) any violation or
alleged violation of any statute, rule, regulation or order (whether judicial or
otherwise) arising out of or based upon any sale of Registered Shares pursuant
to Section 2 of this Agreement.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnification may be sought pursuant to this Section 7, any person seeking
such indemnification (the "Claimant") shall promptly notify the person against
whom such indemnity is sought (the "Indemnitor") in writing. Upon request of the
Claimant, the Indemnitor shall retain counsel reasonably satisfactory to the
Claimant to represent the Claimant. In any such proceeding, the Claimant shall
have the right to retain its own counsel, but fees and expenses of such counsel
shall be at the Claimant's expense unless (i) the Claimant and the Indemnitor
shall have mutually agreed to the retention of such counsel, or (ii) the named
parties to such proceeding (including any impleaded parties) include both the
Claimant and the Indemnitor and the actual or potential differing interest
between them makes the representation of both parties by the same counsel
inappropriate. It is understood that an Indemnitor shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable to
<PAGE> 9
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provide more than one separate counsel for all Claimants in such proceedings.
8. COVENANT OF THE SELLING SHAREHOLDER. From the Effective
Date until the earlier of the termination of this Agreement pursuant to Section
10 or the third anniversary of the Effective Date, the Selling Shareholder shall
not sell any Registered Shares except pursuant to this Agreement.
9. COVENANT OF THE FIDUCIARY. The Fiduciary shall furnish a
copy of the Prospectus, and all amendments and supplements thereto, received by
it from Gorman-Rupp to all participants in the Plan as promptly as possible.
10. TERMINATION AND AMENDMENT. This Agreement may be
terminated (i) by the Selling Shareholder upon the death of Jean Bates (the
income beneficiary under the JCG Trust), or (ii) at any time by the written
agreement of Gorman-Rupp and the Selling Shareholder; and upon any such
termination, 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 this Agreement which
amendment cannot reasonably be construed to affect the rights or obligations of
such party hereunder.
11. 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
<PAGE> 10
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adjustments pursuant to this Section 11) divided by the number of Shares
outstanding immediately prior to such event.
12. 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.
13. 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.
14. 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, except that (a) the covenants and indemnity of
Gorman-Rupp contained in this Agreement shall also be deemed to be for the
benefit of the person or persons, if any, who control the JCG Trust within the
meaning of Section 15 of the Act, and (b) the covenants and indemnity of the
Selling Shareholder shall also be deemed to be for the benefit of Gorman-Rupp,
the directors and officers of Gorman-Rupp who sign the Registration Statement
and any person controlling Gorman-Rupp within the meaning of Section 15 of the
Act. Nothing in this Agreement is intended or shall be construed to give any
person, other than the persons referred to in this Section 14, 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> 11
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
---------------------------------
Corporate Secretary
Address: 305 Bowman Street
Mansfield, Ohio 44903
BANK ONE TRUST COMPANY, N.A.,
MANSFIELD, OHIO, AS TRUSTEE of the
James C. Gorman, Sr. Trust dated
December 29, 1952
By: /s/DAVID J. STRUB
---------------------------------
Vice President
Address: 28 Park Avenue West
Mansfield, Ohio 44902
BANK ONE TRUST COMPANY, N.A., COLUMBUS,
OHIO, AS TRUSTEE of The Gorman-Rupp
Company Individual Profit Sharing
Retirement Plan
By: /s/JAI R. KOALCEN
---------------------------------
Vice President
Address: 100 East Broad Street
Columbus, Ohio 43271-0191
