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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934: For the fiscal year ended December 31, 1998
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934: For the transition period from _________________
to ___________________
Commission file number 1-13215
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GARDNER DENVER, INC.
(formerly known as Gardner Denver Machinery Inc.)
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0419383
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 Gardner Expressway, Quincy, IL 62301
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(Address of Principal Executive Offices) (Zip Code)
(217) 222-5400
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
Rights to Purchase Preferred Stock
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /
The aggregate market value of the registrant's voting stock held
by non-affiliates as of March 12, 1999 was $180,407,256.
The number of shares outstanding of the registrant's Common Stock,
as of March 12, 1999 was 15,072,444.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Gardner Denver, Inc. Proxy Statement, dated March
26, 1999 (incorporated into Part III of this Annual Report on Form
10-K).
Portions of the 1998 Annual Report to Stockholders (incorporated
into Parts I and II of this Annual Report on Form 10-K).
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors contained under
"Election of Directors", "Nominees for Election", and "Directors Whose
Terms of Office Will Continue After the Meeting" contained on pages 2
through 5 of the Gardner Denver Proxy Statement, dated March 26, 1999,
is hereby incorporated herein by reference. Information concerning the
Company's executive officers is contained in Part I of this Annual
Report on Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Gardner Denver's officers and directors are required, under Section
16(a) of the Securities Exchange Act of 1934, to file reports of
ownership and changes in ownership of Gardner Denver common stock with
the Securities and Exchange Commission. Gardner Denver believes that no
officer or director failed to file on a timely basis any report required
by Section 16(a) during or with respect to 1998 or any prior year,
except that a Form 5 report regarding a 1998 grant of a stock option to
Mr. Philip Roth, Vice President, Finance and Chief Financial Officer,
under Gardner Denver's Long-Term Incentive Plan was inadvertently filed
late.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GARDNER DENVER, INC.
By /s/Ross J. Centanni
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Name: Ross J. Centanni
Title: Chairman, President and CEO
Date: May 21, 1999
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Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/Ross J. Centanni Chairman, President and CEO May 21, 1999
- ------------------------ (Principal Executive Officer
(Ross J. Centanni) and Director)
/s/Philip R. Roth Vice President, Finance and CFO May 21, 1999
- ------------------------ (Principal Financial Officer)
(Philip R. Roth)
/s/Daniel C. Rizzo, Jr. Vice President and Corporate May 21, 1999
- ------------------------ Controller (Chief Accounting
(Daniel C. Rizzo, Jr.) Officer)
<F*>Donald G. Barger, Jr. Director May 21, 1999
(Donald G. Barger, Jr.)
<F*>Frank J. Hansen Director May 21, 1999
(Frank J. Hansen)
<F*>Raymond R. Hipp Director May 21, 1999
(Raymond R. Hipp)
<F*>Thomas M. McKenna Director May 21, 1999
(Thomas M. McKenna)
<F*>Alan E. Riedel Director May 21, 1999
(Alan E. Riedel)
<F*>Michael J. Sebastian Director May 21, 1999
(Michael J. Sebastian)
<F*>Richard L. Thompson Director May 21, 1999
(Richard L. Thompson)
<FN>
<F*>By /s/Helen W. Cornell
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(Helen W. Cornell, as Attorney-In-Fact
for each of the persons indicated)
</TABLE>
