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)
ELJER TAX REDUCTION INVESTMENT PLAN
(Full title of the plan)
George W. Hanthorn, Vice President-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, 20,000
$.50 Par Value shares $33.4375 $668,750 $202.65
(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 September 24, 1997 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 Eljer Tax Reduction Investment 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 Registrant's Annual Report on Form 10-K for the year ended March 31, 1997
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, 1996
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 Registrant 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 Registrant'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 Registrant'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 Registrant. Also, the
Registrant maintains a directors and officers liability insurance policy
covering all of its directors.
The Plan provides that the Company indemnifies each member of the Committee
and each employee, officer and director of an Affiliated Company who are
delegated responsibilities under or pursuant to the Plan against any and all
liabilities and expenses, including attorney's fees, actually and reasonably
incurred by them in connection with any threatened, pending or completed legal
action or judicial or administrative proceeding to which they may be a party,
or may be threatened to be made a party, by reason of membership on the
Committee or other delegation of responsibilities, except with regard to any
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matters as to which they shall be adjudged in such action or proceeding to be
liable for gross negligence or willful misconduct in connection therewith.
The Plan also provides that the Company may provide appropriate insurance
coverage for the members of the Committee or each such other individual
indemnified pursuant to the Plan who is not otherwise appropriately insured.
(The terms "Affiliated Company", "Committee", and "Company" 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 Registrant 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.
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Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers, or employees of the
Registrant pursuant to the provisions set forth in Item 6, 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 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 Registrant 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 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 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 September 29, 1997.
ZURN INDUSTRIES, INC.
(Registrant)
/s/ George W. Hanthorn
George W. Hanthorn, Vice President-
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.
/s/ Robert R. Womack Director, Chairman, and September 29, 1997
Robert R. Womack Chief Executive Officer
/s/ John R. Mellett Senior Vice President- September 29, 1997
John R. Mellett Chief Financial Officer
/s/ John E. Rutzler III Vice President-Controller September 29, 1997
John E. Rutzler III
By John E. Rutzler III for the following Directors:
Scott G. Arbuckle Zoe Baird Michael K. Brown
William E. Butler Edward J. Campbell Robert D. Neary
/s/ John E. Rutzler III Attorney In Fact September 29, 1997
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 September
29, 1997.
ELJER TAX REDUCTION INVESTMENT 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
April 22, 1996 filed as Exhibit 3.1 to Form 10-K for
the year ended March 31, 1996
Description of Preferred Share Purchase Rights contained Incorporated
in the Form 8-A Registration Statement dated May 17, 1996 by reference
Consents of Experts and Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
Power of Attorney
24 Powers Of Attorney signed on June 4, 1997 by S.G. Arbuckle,
Z. Baird, M.K. Brown, W.E. Butler, E.J. Campbell, and
R.D. Neary
99 Additional Exhibits
Annual Report on Form 10-K for the year Incorporated
ended March 31, 1997 by reference
Annual Report on Form 11-K for the year Incorporated
ended December 31, 1996 by reference
99.1 Eljer Tax Reduction Investment Plan
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