<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
Registration No. 33-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------------------------------
BALDOR ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
MISSOURI 43-0168840
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
(Address of Principal Executive Offices) (Zip Code)
BALDOR ELECTRIC COMPANY EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
(Full Title of the Plan)
R. L. QUALLS
5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
(Name and Address of Agent for Service)
(501) 646-4711
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered -- Common Stock, ($0.10 par
value) and associated Common Stock Purchase Rights
Amount to be Registered -- 1,500,000 (1)
Proposed Maximum Offering Price Per Share -- $31.3125 (2)
Proposed Maximum Aggregate Offering Price -- $46,968,750 (2)
Amount of Registration Fee -- $14,333 (3)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
(1) Plus such additional shares and associated Common Stock Purchase
Rights as may be issued by reason of stock splits, stock
dividends or similar transactions.
<PAGE>
<PAGE>
(2) The proposed maximum offering price per share and maximum
aggregate offering price are estimated for the sole purpose of
calculating the amount of the registration fee. The maximum
offering price per share is based on the average of the high and
low sale prices of the Common Stock as reported in The Wall
Street Journal for the "New York Stock Exchange -- Composite
Transactions" for August 5, 1997, pursuant to Rule 457(h)(1).
(3) Includes a minimum registration fee of $100 for the Common Stock
Purchase Rights. Pursuant to Rule 457(h)(2), no separate fee is
required with respect to the plan interests referred to above.
<PAGE> Page 2<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) (1) The Annual Report of Baldor Electric Company (the "Company")
on Form 10-K for the year ended December 28, 1996, filed
pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(2) The Annual Report of the Baldor Electric Company Employees'
Profit Sharing and Savings Plan (the "Plan") on Form 11-K for
the year ended December 31, 1996, filed pursuant to Section
15(d) of the Exchange Act.
(b) (1) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 29, 1997, filed pursuant to Section 13(a) of the
Exchange Act.
(2) The Company's Current Report on Form 8-K dated April 18,
1997, filed pursuant to Section 13(a) of the Exchange Act.
(c) (1) The description of the Company's Common Stock, $.10 par
value, as contained in the Registration Statement filed
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
(2) The description of the Company's Common Stock Purchase
Rights, as contained in the Registration Statement on Form 8-
A filed pursuant to Section 12 of the Exchange Act on May 16,
1988, as amended by the Company's Form 8-A/A dated March 21,
1996, for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
including annual reports on Form 11-K which may be deemed to be filed
by the Plan, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement
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 herein or in any other subsequently filed
document which also is or is deemed to be 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> II-1<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
A partner in the law firm of Peper, Martin, Jensen, Maichel and
Hetlage, the law firm issuing the opinion called for by Exhibit 5 of
Section 601 of Regulation S-K, is a co-trustee of a revocable living
trust of which a shareholder of the Company is the settlor and
beneficiary (the "Trust"). The Trust is the beneficial owner of
44,127 shares of Common Stock of the Company. The attorney who is the
co-trustee disclaims beneficial ownership of these shares.
One partner in the aforementioned law firm beneficially owns 560
shares of Common Stock of the Company. Another partner owns 409
shares.
Two attorneys who are of counsel to the aforementioned law firm are
the trustees and one of the attorneys is the beneficiary of a trust
which owns 2,500 shares.
Item 6. Indemnification of Directors and Officers.
Pursuant to Mo. Rev. Stat. para. 351.355, a corporation incorporated under
the laws of the State of Missouri may indemnify its directors and
officers against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred
as a result of civil, criminal, administrative or investigative
proceedings threatened or pending against such parties (other than
such actions by or in the right of the corporation) if the officer or
director acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of
the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
With respect to actions by or in the right of the corporation, the
corporation may indemnify directors and officers against expenses,
including attorneys' fees and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of
the action or suit, if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct,
unless and only to the extent that the court in which such action is
brought determines the person is entitled to indemnification.
Section 357.355 allows a corporation to adopt provisions in its
articles of incorporation or bylaws or to enter into agreements (which
bylaws or agreements have been adopted by the shareholders) which
provide for indemnity of the corporation's officers and directors
based on a lower standard of conduct, except for knowingly fraudulent,
deliberately dishonest or wilful misconduct.
<PAGE> II-2<PAGE>
In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability
incurred by such parties in connection with their status as an officer
or director of the Company, regardless of whether the Company would
have the power under Missouri law to indemnify its officers or
directors against such liability.
Article Ten of the Company's Restated Articles of Incorporation, as
amended, provides that Baldor shall indemnify its officers and
directors in all actions, whether derivative, nonderivative, civil,
criminal, administrative or investigative, if such party's conduct is
not finally adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct. This is a lower standard than that
set forth in the statute. Baldor also maintains directors' and
officers' liability insurance which protects each director or officer
from liability for actions taken in their capacity as directors or
officers. This insurance may provide broader coverage for such
individuals than may be required by Article Ten of the Company's
Restated Articles of Incorporation, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the 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;
<PAGE> II-3<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934
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 Section 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.
(c) 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 Securities and Exchange
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.
<PAGE> II-4<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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Smith,
State of Arkansas, on August 4, 1997.
BALDOR ELECTRIC COMPANY
(Registrant)
By: /s/ R. L. Qualls
R. L. Qualls
Vice Chairman & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. S. Boreham, Jr. and R. L.
Qualls and each of them (with full power to each of them to act
alone), his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
<PAGE> II-5<PAGE>
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/ R. S. Boreham, Jr. Chairman of the Board )
R. S. Boreham, Jr. of Directors )
)
)
/s/ R. L. Qualls Vice Chairman )
R.L. Qualls of the Board of Directors, )
Chief Executive Officer )
and Director (Principal )
Executive Officer) )
)
)
/s/ Lloyd G. Davis Executive Vice President - )
Lloyd G. Davis Finance, Chief Financial )
Officer, Secretary and )
Treasurer (Principal )
Financial and Accounting )
Officer) )
)
)
/s/ Jefferson W. Asher, Jr. Director )
Jefferson W. Asher, Jr. ) Aug. 4, 1997
)
)
/s/ Fred C. Ballman Director )
Fred C. Ballman )
)
)
/s/ O. A. Baumann Director )
O. A. Baumann )
)
)
/s/ John A. McFarland President and Director )
John A. McFarland )
)
)
/s/ Robert J. Messey Director )
Robert J. Messey )
)
)
/s/ Robert L. Proost Director )
Robert L. Proost )
)
)
/s/ Willis J. Wheat Director )
Willis J. Wheat )
<PAGE> II-6<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Baldor
Electric Company's Profit Sharing and Savings Plan has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Smith,
State of Arkansas, on August 4, 1997.
BALDOR ELECTRIC COMPANY
EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
By: BALDOR ELECTRIC COMPANY
(as Plan Administrator)
By: /s/ R. L. Qualls
R. L. Qualls
Vice Chairman & Chief Executive Officer
<PAGE> II-7<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4 Omitted - Inapplicable
5(i) Opinion of Peper, Martin, Jensen, Maichel and
Hetlage as to legality of securities,
including its consent
5(ii)(B) Internal Revenue Service Determination Letter
dated August 24, 1995, with respect to the
Plan
15 Omitted - Inapplicable
23(i)(a) Consent of Ernst & Young LLP
23(i)(b) Consent of Peper, Martin, Jensen, Maichel and
Hetlage as to legality of securities
(contained in Exhibit 5(i))
24 Power of Attorney (see Signature Page)
* Numbers correspond to document numbers in Exhibit Table of Item 601
of Regulation S-K.
<PAGE> II-8<PAGE>
EXHIBIT 5(i)
(LETTERHEAD OF PEPER, MARTIN, JENSEN, MAICHEL AND HETLAGE)
August 6, 1997
Baldor Electric Company
5711 R. S. Boreham, Jr St
Fort Smith, Arkansas 72901
RE: Baldor Electric Company Employees' Profit Sharing and Savings Plan
We are counsel for Baldor Electric Company, a Missouri corporation (the
"Company"), in connection with the registration under the Securities Act
of 1933, as amended, of (i) 1,500,000 shares of Common Stock, $.10 par
value, of the Company (the "Plan Shares") and 1,500,000 Common Stock
Purchase Rights (the "Rights") accompanying and associated therewith, for
sale to the plan administrator (the "Administrator") for the accounts of
present and future participants (the "Plan Participants") in the Baldor
Electric Company Employees' Profit Sharing and Savings Plan (the "Plan")
who direct that their pre-tax Plan contributions be used to purchase such
Plan Shares and associated Rights in the Baldor Electric Company Stock
Fund (the "Fund"), which is an investment alternative offered under the
Plan and, (ii) the related opportunity granted to all Plan Participants
to participate in the Fund (the "Participation Interests").
A Registration Statement on Form S-8 (the "Registration Statement") with
respect to the Plan Shares and the Rights, including the related
Participation Interests, is being filed concurrently herewith with the
Securities and Exchange Commission.
As counsel, we have reviewed the Good Standing Certificate with respect
to the Company issued by the Secretary of State of Missouri dated August
6, 1997. We have also reviewed the organizational documents of the
Company, including the Restated Articles of Incorporation and the Bylaws
as amended to date and we have reviewed the Plan and the Rights Agreement
dated as of May 6, 1988, by and between the Company and Wachovia Bank of
North Carolina, N.A. (formerly Wachovia Bank and Trust Company, N.A.)
("Wachovia"), as Rights Agent, as amended by Amendment No. 1 thereto by
and among the Company and Wachovia and dated as of February 5, 1996. We
have also examined a copy of the Minutes of the Regular Meeting of the
Board of Directors held on August 5, 1996, certified by the Secretary of
the Company. We have relied, as to factual matters which affect our
opinion, on the Certificate of the Secretary of the Company dated as of
July 29, 1997. We have assumed the genuineness of all signatures and the
authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies.
PAGE
<PAGE>
Baldor Electric Company
August 6, 1997
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Plan Shares to be issued pursuant to the Plan are duly and
validly authorized.
2. All Plan Shares which may be newly issued by the Company, when
issued and paid for in accordance with the Plan, will be validly
issued, fully paid and nonassessable.
3. The Rights to be issued pursuant to the Plan are duly and validly
authorized.
4. The establishment and maintenance of the Plan and the Participation
Interests offered thereunder have been authorized by all necessary
corporate action by the Company.
We hereby consent to the use of this opinion as Exhibit 5(i) of the
above-mentioned Registration Statement.
PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
CAA/DMG
<PAGE>
<PAGE>
EXHIBIT 23(i)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Baldor Electric Company Employees'
Profit Sharing and Savings Plan of our reports (a) dated January 31,
1997, with respect to the consolidated financial statements of Baldor
Electric Company and affiliates incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 28, 1996, and the related
financial statement schedule included therein and (b) dated June 17,
1997, with respect to the financial statements and schedules of the
Baldor Electric Company Employees' Profit Sharing and Savings Plan (the
"Plan") included in the Plan's Annual Report (Form 11-K) for the year
ended December 31, 1996, filed with the Securities and Exchange
Commission.
/S/ Ernst & Young LLP
Little Rock, Arkansas
August 6, 1997
<PAGE>
<PAGE>
EXHIBIT 5(ii)(B)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 1055
ATLANTA, GA 30370 Employer Identification Numbers:
43-0168840
Date: AUG 24, 1996 File Folder Number:
710000172
BALDOR ELECTRIC COMPANY Person to Contact:
C/O RUTH STREIT OR PAUL G. RAMONA BROOKS
GRIESEME Contact Telephone Number:
720 OLIVE STREET, 24TH FLOOR (404) 331-4103
ST. LOUIS, MO 63101 Plan Name:
BALDOR ELECTRIC COMPANY
EMPLOYEES' PROFIT SHARING
AND SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides
information on the reporting requirements for your plan. It also
describes some events that automatically nullify it. It is very
important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 12/28/94. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
<PAGE>
<PAGE>
This determination is also subject to your adoption of the proposed
amendments submitted in your letter(s) dated 8/18/95. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code Section 401(b).
This determination letter does not apply to the merger, consolidation, or
transfer of assets or liabilities of a plan described in Code section
6053(a) to, or with, another plan.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-
based safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in
this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect
to those benefits, rights, and features that are currently available to
all employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently
benefiting for purposes of demonstrating that the plan satisfies the
minimum coverage requirements of section 401(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/Nelson A. Brooke
Nelson A. Brooke
District Director
Enclosures:
Publication 794
<PAGE> Page 2
