AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 24, 1996 REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
GRAHAM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 16-1194720
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
GRAHAM CORPORATION
20 Florence Avenue
Batavia, NY 14020
(716) 343-2216
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------------
WILLIAM A. SMITH, JR., ESQ.
GENERAL COUNSEL
GRAHAM CORPORATION
20 Florence Avenue
Batavia, NY 14020
(716) 343-2216
---------------------------
WITH COPIES TO:
W. EDWARD BRIGHT, ESQ.
THACHER PROFFITT & WOOD
2 World Trade Center
New York, NY 10048
(212) 912-7435
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend 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, please check the following box. |_|
---------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Offering Maximum Amount of
Securities Amount to be Price Per Aggregate Registration
to be Registered Registered Unit(1) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock.... 2,223 $15.5625 $34,595.44 $100.00
================================================================================
(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to which shares are considered to be offered at the
average of the high and low sale price of Graham Corporation common stock on
January 22, 1996, as reported on the American Stock Exchange. The registration
fee herewith is $100.00, the minimum amount specified by Section 6(b) of the
Securities Act.
The Registrant hereby amends this Registration Statement on such 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
GRAHAM CORPORATION
---------------
CROSS REFERENCE SHEET
Registration Statement
CAPTION HEADINGS LOCATION IN PROSPECTUS
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus........................... Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back
Coverage Pages of Prospectus................. Inside Front and Outside
Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges...................................... Prospectus Summary;
Available Information; Risk
Factors
4. Use of Proceeds.............................. Prospectus Summary; Use of
Proceeds
5. Determination of Offering Price.............. Not Applicable
6. Dilution..................................... Not Applicable
7. Selling Security Holders..................... Not Applicable
8. Plan of Distribution......................... Outside Front Cover Page of
Prospectus; Plan of
Distribution
9. Description of Securities to Be
Registered................................... Not Applicable
10.Interest of Named Experts and
Counsel...................................... Not Applicable
11.Material Changes............................. Not Applicable
12.Incorporation of Certain
Information By Reference..................... Incorporation of Certain
Documents By Reference
13.Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.............................. Not Applicable
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 24, 1996
Prospectus
2,223 Shares
GRAHAM CORPORATION
COMMON STOCK
2,223 shares of the common stock, par value $.10 per share (the "Common
Stock"), of Graham Corporation ("Graham" or the "Company") (such shares being
referred to as the "Shares") are being registered by Graham Corporation on
behalf of Webco Industries, Inc. ("Webco"). The Common Stock of Graham is listed
on the American Stock Exchange under the symbol "GHM." On January 22, 1996, the
reported last sale price of the Common Stock on the American Stock Exchange
Composite Transactions Tape was $15.50 per share. Any sales of the Shares will
be at market prices (plus customary or negotiated brokerage commissions)
prevailing at the time of sale in transactions consummated on the floor of the
American Stock Exchange (the "AMEX") and at negotiated prices related to the
market price in the case of transactions off the floor of the AMEX in privately
negotiated transactions.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED BY INVESTORS.
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 ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
----------------------------------------------------
, 1996
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Graham has filed with the Securities and Exchange Commission (the
"Commission"), pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), an Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, a Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, a Quarterly Report on Form 10-Q for the quarter ended June 30,
1994 and a Quarterly Report on Form 10-Q for the quarter ended September 30,
1995, which are hereby incorporated by reference in and made a part of this
Prospectus. In addition, Graham has filed with the Commission pursuant to
Section 12 of the Exchange Act, a registration statement on Form S-14 dated
March 7, 1983 which is hereby incorporated by reference in and made a part of
this Prospectus.
All documents hereafter filed by the Company with the Commission,
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining to be sold,
shall be deemed to be incorporated by reference in and to be a part of this
Prospectus from the date of filing such documents. Any statement contained in a
document incorporated by reference herein shall be deemed modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is also deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS
TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE IN SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL
REQUEST DIRECTED TO WILLIAM A. SMITH, JR., GENERAL COUNSEL, GRAHAM CORPORATION,
20 FLORENCE AVENUE, BATAVIA, NEW YORK 14020, TELEPHONE: 716-343-2216.
AVAILABLE INFORMATION
Graham Corporation is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information may be inspected and copies may be obtained at the principal office
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
northeast regional office of the Commission at 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the American
Stock Exchange at 86 Trinity Place, New York, New York 10006.
Graham Corporation has filed with the Commission a Registration
Statement on Form S-3 (herein, together with all amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common
<PAGE>
Stock offered hereby. This Prospectus does not contain all of the information in
the Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein and filed as an exhibit to the Registration
Statement are not necessarily complete and, in each instance, reference is made
to the copy of such document or other document filed as an exhibit to the
Registration Statement, each being qualified in all respects by such reference.
For further information with respect to Graham Corporation and the Common Stock,
reference is hereby made to the Registration Statement and the exhibits and
schedules thereto.
Graham Corporation was incorporated in 1983 under the laws of the State
of Delaware. Graham Corporation is the successor to Graham Manufacturing Co., a
corporation organized under the laws of the State of New York in 1936, which is
now a wholly-owned subsidiary of Graham Corporation. Graham's executive offices
are located at 20 Florence Avenue, Batavia, New York 14020, telephone number
(716) 343-2216.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
Use of Proceeds
The Company will not directly receive any proceeds from the issuance of
the Shares. The Shares are being issued to Webco pursuant to a Settlement
Agreement and Release, dated October 6, 1995, between Webco and Graham (the
"Settlement"). Pursuant to the Settlement, Webco is required to account to
Graham the results of all sales of the Shares within 15 days of each sale and 15
days of the final sale of the Shares. If the net proceeds from the sale of the
Shares (i.e., sales price less applicable transaction costs such as broker fee,
commissions, charges, etc.) total less than $35,000, Graham is required to pay
to Webco the difference between such net proceeds and $35,000 within 15 days of
the receipt of the accounting described above. If such net proceeds exceed
$35,000, Webco shall pay to Graham the excess of the net proceeds over $35,000.
See "Plan of Distribution."
Plan of Distribution
The Company has been informed by Webco that the Shares will not be sold
by Webco in any prearranged plan of distribution. The price and manner of sale
will be in the sole discretion of Webco. Any sales will be at market prices
prevailing at the time of sale in the case of transactions on the floor of the
American Stock Exchange and at negotiated prices related to the market price in
the case of transactions off the floor of the American Stock Exchange in
privately negotiated transactions. See "Plan of Distribution."
3
<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS OF THE SHARES OFFERED HEREIN SHOULD CONSIDER
CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET
FORTH IN THIS PROSPECTUS.
CONCENTRATION OF CUSTOMERS IN CYCLICAL INDUSTRIES. Historically, almost
all of the Company's revenues have been derived from sales to corporations in
the chemical, petrochemical, petroleum refining and electrical power generating
industries. Corporations in these industries have historically experienced
cyclical periods of construction and expansion of their plants and facilities.
Currently, in the United States, these industries are experiencing a protracted
cycle of little expansion of existing facilities. For example, no new major
petroleum refining facilities have been constructed in the United States in 20
years. Demand for the Company's products has increasingly come from the
construction of new facilities outside the United States and from the upgrading
of existing facilities within the United States. While the Company believes that
demand for its products will increase, there can be no assurance that the
Company will be successful in its efforts to continue to supply a greater
portion of revenues from outside the United States or that the cyclical downturn
in the industries of the Company's customers will not continue.
FLUCTUATION OF FINANCIAL RESULTS. The Company's revenues and operating
results could fluctuate significantly from period to period. Given the
relatively large sales price of the Company's products, a limited number product
orders may account for a substantial portion of revenues in any particular
period. Revenues and all related costs on short-term contracts are accounted for
on the completed contracts method and included in income upon substantial
completion or shipment to the customer. Profit margin may vary materially from
product to product. As a result of these and other factors, the Company could
experience significant fluctuations in revenues and operating results in future
periods.
TECHNOLOGICAL OBSOLESCENCE. Because technology in the heat transfer
area is well established, new technologies affect earnings only marginally. The
Company believes that its future success will depend in part upon its ability to
enhance existing products and to develop and manufacture new products that meet
new demands from its customers. The failure to introduce new or enhanced
products on a timely and cost-competitive basis could have a material adverse
effect on the Company's financial condition and results of operation.
COMPETITIVE MARKETPLACE. The markets in which the Company operates are
composed of other global and regional competitors, some of which may have
greater financial, engineering, manufacturing or other resources than the
Company. While the Company believes that in the manufacture of steam jet
ejectors it is a leading manufacturer, the Company gathers a small percentage of
the market share in its other product areas. There can be no assurance that the
Company will have sufficient resources to continue as a leading manufacturer of
steam jet ejectors or that it will be successful in capturing additional market
share.
STOCKHOLDER RIGHTS PLAN. The Company has adopted a Stockholder Rights
Plan whereby a one share purchase right is attached to each outstanding share of
Common Stock. The adoption of the Stockholder Rights Plan, which provides
flexibility in connection with a possible acquisition, could adversely effect,
among other things, the rights of existing stockholders, or
4
<PAGE>
could have the effect of deferring, delaying or preventing a change in control
of the Company, without further action by the stockholders. See "Description of
Capital Stock--Stockholder Rights Plan."
ANTI-TAKEOVER PROVISIONS. The Company's Certificate of Incorporation
(the "Certificate of Incorporation") and By-laws contain certain provisions that
may discourage potential takeover attempts that are not negotiated with the
Company's Board of Directors. As a result, these provisions may have the effect
of precluding takeover attempts that shareholders deem to be in their best
interests, or in which shareholders might otherwise have received a substantial
premium for their shares over the then-current market price, as well as making
it more difficult for shareholders to acquire majority representation on the
Board of Directors. See "Description of Capital Stock--Anti-Takeover
Provisions."
RELIANCE ON UNPATENTED PROPRIETARY KNOW-HOW AND TRADE SECRETS. The
Company also relies on unpatented proprietary know-how and trade secrets, and
employs various methods, including confidentiality agreements with employees and
consultants, to protect its trade secrets and know-how. However, such methods
may not afford complete protection and there can be no assurance that others
will not independently develop such trade secrets and know-how or obtain access
thereto. Furthermore, no assurance can be given that claim or litigation
asserting infringement of intellectual property rights will not be initiated in
the future seeking damages or an injunction against the sale of the Company's
products or that the Company would prevail in any such litigation. Any such
litigation could be protracted and costly and could have a material adverse
effect on the Company's business and results of operations regardless of its
outcome.
5
<PAGE>
USE OF PROCEEDS
Graham issued the Shares to Webco on January 18, 1995, pursuant to the
Settlement. Upon registration of the Shares, the Shares may be sold at such time
and in such a manner as Webco determines in its sole discretion, subject to
certain restrictions set forth in the Settlement. See "Plan of Distribution."
Pursuant to the Settlement, Webco is required to account to Graham the results
of all sales of the Shares within 15 days of each sale and 15 days of the final
sale of the Shares. If the net proceeds from the sale of the Shares (i.e., sales
price less applicable transaction costs such as broker fee, commissions,
charges, etc.) total less than $35,000, Graham is required to pay to Webco the
difference between such net proceeds and $35,000 within 15 days of the receipt
of the accounting described above. If such net proceeds exceed $35,000, Webco
shall pay to Graham the excess of the net proceeds over $35,000. See "Plan of
Distribution."
PLAN OF DISTRIBUTION
The Company has been informed by Webco that the Shares will not be sold
by Webco in any prearranged plan of distribution. Any sales will be at market
prices prevailing at the time of sale in transactions consummated on the floor
of the American Stock Exchange or at negotiated prices related to the market
price in the case of transactions off the floor of the American Stock Exchange
in privately negotiated transactions. The price and timing of sale will be in
the sole discretion of Webco. Webco, and any brokers or dealers effecting sales
on its behalf, may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. No payment of any underwriting commission or
discounts in connection with any sales of the Shares is expected other than
customary brokerage commissions. The Settlement provides that Webco shall not
attempt to sell more than 500 Shares per week.
LEGAL MATTERS
The legality of the securities being offered by this Prospectus is
being opined upon for the Company by Thacher Proffitt & Wood, New York, New
York.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 have been audited by Deloitte &
Touche LLP and Price Waterhouse LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firms given upon their
authority as experts in accounting and auditing.
6
<PAGE>
======================================== ===================================
No dealer, salesperson or any
other person has been authorized to give
any information or to make any
representations other than those
contained in this Prospectus in 2,223 SHARES
connection with the offer contained
herein, and, if given or made, such
information or representations must not
be relied upon as having been authorized
by the Company. This Prospectus does not
constitute an offer of any securities
other than those to which it relates or
an offer to sell, or a solicitation of
an offer to buy, those to which it
relates in any state to any person to
whom it is not lawful to make such offer
in such state. The delivery of this
Prospectus at any time does not imply
that the information herein is correct
as of any time subsequent to its date.
____________________ [LOGO]
TABLE OF CONTENTS
PAGE
Incorporation of Certain
Documents by Reference........... 1
Available Information.............. 1
Prospectus Summary................. 3
Risk Factors....................... 4
Use of Proceeds.................... 6
Plan of Distribution............... 6
Legal Matters...................... 6
Experts............................ 6
GRAHAM CORPORATION
COMMON STOCK
_____________
PROSPECTUS
,1996
_____________
======================================= ====================================
7
<PAGE>
PART II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other
than Underwriting Discounts and Commission, payable by the Company in connection
with the sale of the Common Stock offered hereby. All amounts are estimates
except the registration fee.
Amount to
NAME be Paid
---- ---------
SEC Registration Fee $ 12
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 6,000
Blue Sky Fees and Expenses 0
Miscellaneous Expenses 0
----------
Total $ 16,012
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expenses
(including attorney's fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against liability asserted against him, and incurred by him
8
<PAGE>
in any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article 14 of the Certificate of Incorporation of Graham
Corporation provides that a director shall not be liable for monetary damages
for breach of fiduciary duty to the fullest extent permitted by the Delaware
Corporation Law, as amended. In addition, directors and officers of the
corporation are indemnified against any liabilities incurred, including expenses
incurred in defending a proceeding in advance of its final disposition, in his
capacity as a director or officer to the fullest extent permitted by the
Delaware Corporation Law. The rights granted pursuant to the Certificate of
Incorporation are not exclusive of any rights granted by statute, agreement,
vote of stockholder or disinterested directors.
Item 16. Exhibits
4.2 Shareholder Rights Plan of Graham Corporation (incorporated
herein by reference from the Company's Current Report on Form
8-K dated February 26, 1991, as amended by Amendment No. 1 on
Form 8 dated June 8, 1991.)*
5.1 Opinion of Thacher Proffitt & Wood re: legality
23.1 Consent of Deloitte & Touche LLP, Independent Accountants
23.2 Consent of Price Waterhouse LLP, Independent Accountants
- ------------------------------------------------------
* Previously filed with the Commission
Item 17. Undertakings
The undersigned 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 Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
9
<PAGE>
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 Batavia, State of New York, on January 24, 1996.
GRAHAM CORPORATION
Registrant
By: /S/ FREDERICK D. BERKELEY
--------------------------
Frederick D. Berkeley, III
Chairman of the Board, President
and Chief Executive Officer
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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ FREDERICK D. BERKELEY, III Chairman of the Board, January 24, 1995
- -------------------------- President and Chief
Frederick D. Berkeley, III Executive Officer/Director
/S/ J. RONALD HANSEN Vice President-Finance January 24, 1995
- --------------------------- and Chief Financial
J. Ronald Hansen Officer
/S/ JERALD D. BIDLACK Director January 24, 1995
- ----------------------------
Jerald D. Bidlack
/S/ ALVARO CADENA Vice President/Director January 24, 1995
- ---------------------------
Alvaro Cadena
/S/ PHILIP S. HILL Director January 24, 1995
- -----------------------------
Philip S. Hill
/S/ ROBERT L. TARNOW Director January 24, 1995
- -------------------------
Robert L. Tarnow
/S/ CORNELIUS S. VAN REES Secretary/Director January 24, 1995
- -------------------------
Cornelius S. Van Rees
[THACHER PROFFITT & WOOD LETTERHEAD]
January 24, 1996
Graham Corporation
20 Florence Avenue
Batavia, New York 14020
Gentlemen:
We have acted as counsel for Graham Corporation, a Delaware corporation
("Graham"), in connection with the filing on the date set forth above by Graham
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-3 (the "Registration Statement"),
with respect to an aggregate of 2,223 shares of common stock, par value $.10 per
share (the "Common Stock"), of Graham to be transferred to Webco Industries,
Inc. ("Webco"), pursuant to a Settlement Agreement and Release, dated October 6,
1995, between Webco and Graham. In rendering the opinion set forth below, we do
not express any opinion concerning law other than the federal law of the United
States and the corporate law of the State of Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments, and have
examined such matters of law, as we have deemed necessary or advisable for
purposes of rendering the opinion set forth below. As to matters of fact, we
have examined and relied upon the representations of Graham contained in the
Registration Statement and, where we have deemed appropriate, representations or
certificates of officers of Graham or public officials. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the conformity to the
originals of all documents submitted to us a copies. In making our examination
of any documents, we have assumed that all parties other than Graham had the
corporate power and authority to enter into and perform all obligations
thereunder and, as to such parties, we have also assumed the due authorization
by all requisite action, the due execution and delivery of such documents, and
the validity and binding effect and enforceability thereof.
<PAGE>
Graham Corporation
January 24, 1996 Page 2.
Based on the foregoing, we are of the opinion that the 2,223 shares of
Common Stock to be transferred to Webco have been duly authorized and are
validly issued and outstanding, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed upon and
do not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities laws).
This opinion is given solely for the benefit of Graham and its
stockholders, and may not be relied upon by any other person or entity, nor
quoted in whole or in part, or otherwise referred to in any document without our
express written consent. We consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the prospectus which is part of such Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By: /S/ W. Edward Bright
--------------------
W. Edward Bright
DELOITTE &
TOUCHE LLP
____________ _____________________________________________________________
2200 Chase Square Telephone: (716) 238-3300
Rochester New York 14604-1998 Facsimile: (716) 232-2890
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Graham Corporation and its subsidiaries on Form S-3 of our reports dated
February 24, 1995, appearing in the Annual Report on Form 10-K of Graham
Corporation and its subsidiaries for the year ended December 31, 1994 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
- -------------------------
Deloitte & Touche LLP
Rochester, New York
January 19, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 1, 1993 appearing on page 51 of Graham Corporation's Annual Report on Form
10-K for the year ended December 31, 1992. We also consent to the incorporation
by reference of our report on Financial Statement Schedules, appearing on Page
52 of such Annual Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Rochester, New York
January 19, 1996
