Registration No.
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Registration Statement Under the Securities Act of 1933
ZURN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1040754
(State of incorporation) (IRS employer identification no.)
One Zurn Place, Erie, Pennsylvania 16505
(Address of principal executive offices) (Zip code)
ZURN/NEPCO RETIREMENT SAVINGS PLAN
(Full title of the plan)
Dennis Haines, General Counsel and Secretary
One Zurn Place, Erie, Pennsylvania 16505
(Name and address of agent for service)
Telephone number, including area code, of agent for service 814-452-2111
Approximate date of proposed sale to the public:
From time to time after the effective date of this registration statement
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered (1) share (2) price fee
Common Stock, 200,000
$.50 Par Value shares $22.50 $4,500,000 $1,551.72
(1) To be acquired by a trustee pursuant to the Plan for the accounts of Plan
participants. The number of shares represents the maximum number issuable
under the Plan that are covered by this registration statement pursuant to
Rule 457(h).
(2) Based on the average of the high and low sales prices of the registrant's
common stock on the New York Stock Exchange on February 5, 1996 solely for the
purpose of calculating the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will
be delivered to the participants in the Zurn/NEPCO Retirement Savings Plan
(the "Plan") as required by Securities Act Rule 428(b). As permitted by the
rules of the Securities and Exchange Commission, such documents are not being
filed as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Securities Act Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended March 31, 1995
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, is incorporated herein by reference.
The Plan's Annual Report on Form 11-K for the year ended December 31, 1994
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, is incorporated herein by reference.
All documents subsequently filed by the Company and the Plan with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all 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 such documents.
ITEM 4 - DESCRIPTION OF SECURITIES
The Company's Common Stock, $.50 par value, has been registered under Section
12 of the Securities Exchange Act of 1934, as amended.
Not applicable to Plan interests.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws provide that, to the
fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect
on January 27, 1987, or as thereafter amended, permit the elimination or
limitation of liability of directors, officers, or employees, no such person
shall be personally liable for monetary damages as such for any action taken
or any failure to take any action on behalf of the Company. Also, the Company
maintains a directors and officers liability insurance policy covering all of
its directors.
The Plan provides that the Board of Directors, the members of the Pension
Committee, its delegates and appointees or any other person who may be
determined to be a Fiduciary, other than persons who are independent of the
Employer and are rendering services to or with respect to the Plan, and any
officer or employee of the Employer shall not incur any liability individually
or on behalf of any other individuals or on behalf of the Employer for any act
or failure to act, made in good faith in relation to the Plan or the funds of
the Plan. However, this limitation shall not act to relieve any such
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individual or the Employer from a responsibility or liability for any
fiduciary responsibility, obligation or duty under Part 4, Title I of ERISA.
(The terms "Board of Directors", "Pension Committee", "Fiduciary", "Employer",
and "ERISA" as used herein have the meanings defined in the Plan.)
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 - EXHIBITS
The exhibits listed in the Exhibit Index to this registration statement are
incorporated herein by reference.
In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Company has submitted the Plan, and hereby undertakes to submit any
amendments to the Plan, to the IRS in a timely manner and has made, or will
make, all changes required by the IRS in order to qualify the Plan.
ITEM 9 - UNDERTAKINGS
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 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, (2)
that, for purposes of determining any liability under the Securities Act of
1933, as amended, 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, and (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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934, as amended, 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, or employees of the
Company pursuant to the provisions set forth in Item 6, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
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Securities Act of 1933, as amended, and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or employee in connection with the securities being
registered, the Company 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 of 1933, as amended, and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Erie, Commonwealth of Pennsylvania,
on February 7, 1996.
ZURN INDUSTRIES, INC.
(Registrant)
/s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
By Dennis Haines for Robert R. Womack, Director, Chairman, and Chief Executive
Officer
/s/ Dennis Haines Attorney In Fact February 7, 1996
Dennis Haines
/s/ John R. Mellett Senior Vice President- February 7, 1996
John R. Mellett Chief Financial Officer
/s/ John E. Rutzler III Vice President-Controller February 7, 1996
John E. Rutzler III
By John E. Rutzler III for the following Directors:
Zoe Baird William E. Butler Edward J. Campbell
Robert D. Neary David W. Wallace
/s/ John E. Rutzler III Attorney In Fact February 7, 1996
John E. Rutzler III
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Pension Committee of Zurn Industries, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Erie, Commonwealth of Pennsylvania, on February 7,
1996.
ZURN/NEPCO RETIREMENT SAVINGS PLAN
(Plan)
/s/ James A. Zurn
James A. Zurn, Chairman
Pension Committee of
Zurn Industries, Inc.
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EXHIBIT INDEX
4 Instruments Defining the Rights of Security Holders,
Including Indentures
Description of Common Stock contained in the prospectus Incorporated
dated July 26, 1972 beginning on page 18 ("Description of by reference
Capital Stock") forming a part of Amendment No. 3 to the
Form S-1 Registration Statement No. 2-44631
Description of Common Stock as set forth in the Restated Incorporated
Articles of Incorporation with Amendments through by reference
August 7, 1987 filed as Exhibit 19A to Form 10-Q for
the quarter ended September 30, 1987
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A/A Registration Statement Amendment No. 1 by reference
dated June 27, 1995
Consents of Experts and Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pashke Twargowski & Lee
Power of Attorney
24.1 Powers Of Attorney signed on October 30, 1995 by Z. Baird,
W.E. Butler, E.J. Campbell, R.D. Neary, and D.W. Wallace
24.2 Power Of Attorney signed on January 12, 1996 by
Robert R. Womack
99 Additional Exhibits
Annual Report on Form 10-K for the year Incorporated
ended March 31, 1995 by reference
Annual Report on Form 11-K for the year Incorporated
ended December 31, 1994 by reference
Zurn/NEPCO Retirement Savings Plan
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