<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3,1999
REGISTRATION NO. 333-
----------
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
GARDNER DENVER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0419383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Address of Principal Executive Offices) (Zip Code)
GARDNER DENVER, INC. LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
HELEN W. CORNELL
VICE PRESIDENT, CORPORATE SECRETARY AND TREASURER
1800 GARDNER EXPRESSWAY
QUINCY, ILLINOIS 62301
(Name and address of agent for service)
(217) 222-5400
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
Harold B. Oakley, Esq.
Schmiedeskamp, Robertson, Neu & Mitchell
525 Jersey, P.O. Box 1069
Quincy, Illinois 62306
=========================================================================
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED<F1> SHARE<F2> PRICE<F2> FEE
- ------------------- ------------- --------- --------- ------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01
PAR VALUE PER SHARE 500,000 $18.2188 $9,109,400 $2,532.41
- --------------------------------------------------------------------------------------
<FN>
<F1> REPRESENTS (A) THE ADDITIONAL NUMBER OF SHARES AVAILABLE FOR
ISSUANCE UNDER THE LONG-TERM INCENTIVE PLAN, AS AMENDED, FOR
WHICH REGISTRATION STATEMENTS ON FORM S-8 (REG. NO. 33-91088
AND 333-24921) WERE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON APRIL 11, 1995 AND APRIL 10, 1997,
RESPECTIVELY AND (B) AN UNDETERMINABLE NUMBER OF SHARES
WHICH MAY BECOME ISSUABLE PURSUANT TO ANTIDILUTION
PROVISIONS OF THE PLAN, IN ACCORDANCE WITH RULE 416 UNDER
THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT").
<F2> ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE. SUCH ESTIMATE HAS BEEN CALCULATED IN
ACCORDANCE WITH RULE 457(H) UNDER THE SECURITIES ACT AND IS
BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES PER SHARE
OF THE REGISTRANT'S COMMON STOCK AS REPORTED BY THE NEW YORK
STOCK EXCHANGE, INC. ON JULY 30, 1999.
</TABLE>
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 11, 1995, a registration
statement on Form S-8 (Registration No. 33-91088) (the "1995 Form S-8")
and on April 10, 1997, a registration statement on Form S-8
(Registration No. 333-24921) (the "1997 Form S-8") relating to securities
offered under the Registrant's Long-Term Incentive Plan, as amended (the
"Incentive Plan"). The contents of the 1995 Form S-8 and the 1997 Form
S-8, including exhibits thereto, are incorporated herein by reference
with respect to the Incentive Plan, except to the extent superseded or
modified by the specific information set forth below or the specific
exhibits attached hereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) 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 in (a) above; and
(c) The description of the Registrant's Common Stock which is
contained in the registration statement filed by the
Registrant under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document
which also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
<PAGE>
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law ("Delaware Law") authorizes
corporations to limit or eliminate the personal liability of directors
to corporations and their stockholders for monetary damages for breach
of directors' fiduciary duty of care. The Company's Certificate of
Incorporation limits the liability of directors of the Company to the
Company or its stockholders to the fullest extent permitted by Delaware
Law.
The Company's Certificate of Incorporation provides indemnification
rights to the fullest extent authorized by Delaware Law to any officer
or director of the Company who, by reason of the fact that he or she
is an officer or director of the Company, is involved in a legal proceeding
of any nature. Under Delaware Law, indemnification is provided against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, provided certain conditions are satisfied. Such indemnification
rights include reimbursement for expenses incurred by such officer or
director in advance of the final disposition of such proceedings in
accordance with the applicable provisions of Delaware Law.
The Company has indemnification agreements with each of its directors
and executive officers providing specific procedures to better assure
the right of such persons to indemnification, including procedures for
submitting claims, for determining such person's entitlement to
indemnification (including the allocation of the burden of proof and
selection of a reviewing party) and for enforcing such indemnification
rights.
Insurance is maintained by the Company for each director and
officer of the Company covering certain expenses, liabilities or losses
he or she may incur that arise by reason of being a director or officer
of the Company or a subsidiary company, whether or not the Company would
have the power to indemnify such person against such expenses, liability
or loss under Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
<PAGE>
<PAGE>
ITEM 8. EXHIBITS
The following additional exhibits are filed as part of this
Registration Statement or incorporated by reference herein.
Exhibit
Number Description
- ------- -----------
4.5 Gardner Denver, Inc. Long-Term Incentive Plan, as amended,
filed as Exhibit 10.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, filed
on March 30, 1999, and incorporated herein by reference.
5.3 Opinion of Schmiedeskamp, Robertson, Neu & Mitchell.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Schmiedeskamp, Robertson, Neu & Mitchell
(included in Exhibit 5.3).
24.3 Powers of Attorney.
ITEM 9. 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 (the "Securities
Act");
(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 (remainder not applicable);
(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) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
3
<PAGE>
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(4) Not applicable.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
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 therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) - (g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
(i) Not applicable.
(j) Not applicable.
4
<PAGE>
<PAGE>
SIGNATURES
The Registrant. 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-8 and
has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy,
State of Illinois, on August 3, 1999.
GARDNER DENVER, INC.
By /s/ Ross J. Centanni
---------------------------------------
Ross J. Centanni, Chairman, 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 indicated on August 3, 1999.
Signature Title
--------- -----
/s/ Ross J. Centanni Chairman, President, Chief
- ---------------------------------- Executive Officer, Director
Ross J. Centanni
/s/ Philip R. Roth Vice President, Finance and Chief
- ---------------------------------- Financial Officer (Principal
Philip R. Roth Financial Officer)
/s/ Daniel C. Rizzo, Jr. Vice President and Corporate Controller
- ---------------------------------- (Chief Accounting Officer)
Daniel C. Rizzo, Jr.
<F*> /s/ Donald G. Barger, Jr. Director
- ----------------------------------
Donald G. Barger, Jr.
<F*> /s/ Frank J. Hansen Director
- ----------------------------------
Frank J. Hansen
<F*> /s/ Raymond R. Hipp Director
- ----------------------------------
Raymond R. Hipp
<F*> /s/ Thomas M. McKenna Director
- ----------------------------------
Thomas M. McKenna
<F*> /s/ Alan E. Riedel Director
- ----------------------------------
Alan E. Riedel
5
<PAGE>
<PAGE>
<F*> /s/ Michael J. Sebastian Director
- ----------------------------------
Michael J. Sebastian
<F*> /s/ Richard L. Thompson Director
- ----------------------------------
Richard L. Thompson
<F*>By: /s/ Helen W. Cornell
- ----------------------------------
Helen W. Cornell
Attorney-in-fact
6
<PAGE>
<PAGE>
FORM S-8
GARDNER DENVER, INC.
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
4.5 Gardner Denver, Inc. Long-Term Incentive Plan,
as amended, filed as Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, filed on
March 30, 1999, and incorporated herein by
reference.
5.3 Opinion of Schmiedeskamp, Robertson, Neu &
Mitchell.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Schmiedeskamp, Robertson, Neu &
Mitchell (included in Exhibit 5.3).
24.3 Powers of Attorney.
7
<PAGE>
July 29, 1999
New York Stock Exchange, Inc.
20 Broad Street
New York, NY 10005
Re: Gardner Denver, Inc.
Application for Subsequent Listing of Common Stock
Dear Sir or Madam:
This opinion is furnished to you in connection with the attached
Subsequent Listing Application (the "Application") of Gardner Denver,
Inc., a Delaware corporation (the "Company"), for listing with the New
York Stock Exchange, Inc. (the "Exchange"), upon official notice of
issuance, 500,000 additional shares (the "Additional Shares") of the
Company's common stock, par value $.01 per share (the "Common Stock"),
issuable to participants on the Company's Long-Term Incentive Plan (the
"Plan"). The issuance of the Additional Shares was approved by the
Company's stockholders at their Annual Meeting on May 4, 1999.
In connection with this opinion, we have examined such corporate
and other records of the Company, certificates of public officials and
officers of Company, other documents and information and laws and
regulations as we have deemed relevant, including the Company's
Certificate of Incorporation, Bylaws and certain resolutions adopted by
the Board of Directors of the Company. In delivering this opinion, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed
copies, the authenticity of originals of all such latter documents and
the correctness of the factual statements made by officers and
representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
<PAGE>
<PAGE>
New York Stock Exchange, Inc.
July 29, 1999
Page 2
1. The Company has been duly incorporated and is validly
existing in good standing as a corporation under the
laws of the State of Delaware.
2. The issuance and delivery to Plan participants of the
Additional Shares pursuant to the Plan have been duly
authorized by all necessary corporate action on the
part of the Company.
3. At a meeting held on May 4, 1999, the Board of
Directors of the Company approved the listing on the
Exchange of the Additional Shares and authorized the
Company's transfer agent to serve in such capacity
with respect to the Additional Shares.
4. At the Annual Meeting of Shareholders held on May 4,
1999, the Company's stockholders approved the issuance
of the Additional Shares pursuant to the Plan.
5. The 500,000 Additional Shares issuable are duly and
validly authorized, and when delivered in accordance
with the Plan, will be validly issued and outstanding,
fully paid and non-assessable, with no personal
liability attached to the ownership thereof under the
laws of Delaware, being the state of the Company's
incorporation, or under the laws of Illinois, being
the state in which the Company's principal office is
located.
6. The Additional Shares have been registered under the
Securities Act of 1933, as amended, under a
Registration Statement on Form S-8 (file No. 333-
______) which was filed with the Securities and
Exchange Commission and became effective on August 3,
1999.
This opinion is being rendered to and for the benefit of the
Exchange in connection with the Application, and may be relied upon only
by the Exchange and by the Company's transfer agent, The First Chicago
Trust Company of New York, in the performance of its duties with respect
to the Additional Shares.
We consent to the filing of this Opinion as an Exhibit to the
Application.
Very truly yours,
Schmiedeskamp, Robertson, Neu & Mitchell
Harold B. Oakley
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated February 12, 1999 incorporated by reference in Gardner Denver,
Inc.'s Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
St. Louis, Missouri
July 30, 1999
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Richard L. Thompson
-------------------------------
Richard L. Thompson
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Raymond R. Hipp
-------------------------------
Raymond R. Hipp
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Frank J. Hansen
-------------------------------
Frank J. Hansen
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Alan E. Riedel
-------------------------------
Alan E. Riedel
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Michael J. Sebastian
-------------------------------
Michael J. Sebastian
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Donald G. Barger, Jr.
-------------------------------
Donald G. Barger, Jr.
<PAGE>
<PAGE>
GARDNER DENVER, INC.
LONG-TERM INCENTIVE PLAN
Power of Attorney of Officers and Directors
-------------------------------------------
The undersigned, an officer or director of Gardner Denver, Inc.,
a Delaware corporation (the "Company"), which anticipates filing with
the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933 (the "Act") a Registration
Statement on Form S-8 (together with any and all subsequent amendments,
including post-effective amendments, the "Registration Statement") for
the purpose of registering 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), issuable pursuant
to the Company's Long-Term Incentive Plan, as amended, does hereby
constitute and appoint Ross J. Centanni and Helen W. Cornell, and each
of them, with full power of substitution and resubstitution, as attorney
or attorneys to execute and file on behalf of the undersigned, in his
capacity as an officer or director of the Company, the Registration
Statement and any and all applications or other documents to be filed
with the Commission or any State blue sky authorities pertaining to the
Registration Statement or registration contemplated thereby, with full
power and authority to do and perform any and all acts and things
whatsoever required or necessary to be done in the premises, as fully as
to all intents and purposes as he could do if personally present, hereby
ratifying and approving the acts of said attorneys and any of them and
any such substitution.
Executed at St. Louis, Missouri, this 3rd day of August, 1999.
--------- ---------
/s/Thomas M. McKenna
-------------------------------
Thomas M. McKenna
