SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 11, 2002 (February 26,
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2002)
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THE GORMAN-RUPP COMPANY
(Exact Name of Registrant as Specified in its Charter)
Ohio 1-6747 34-0253990
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
305 Bowman Street, Mansfield, Ohio 44903
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (419) 755-1011
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 26, 2002, The Gorman-Rupp Company, an Ohio corporation
("G-R"), completed the acquisition of all of the issued and outstanding capital
stock of American Machine and Tool Co., Inc. of Pennsylvania, a Delaware
corporation ("AMT").
The acquisition was made pursuant to the terms and conditions of a stock
purchase agreement, effective as of January 1, 2002, by and among G-R, AMT and
each of the stockholders of AMT (the "Purchase Agreement"). The Purchase
Agreement provided for a purchase price of $14,933,324.50 in cash, payable to
the stockholders of AMT through a stockholders' representative. In addition, the
Purchase Agreement provided for a payment by G-R of $1,000,000 in cash, to be
deposited in an escrow account.
The consideration provided for in the Purchase Agreement was determined
by G-R after a complete review of the business of AMT and negotiations between
representatives of G-R and AMT. The acquisition was financed with cash and $5
million that was borrowed against the $16 million unsecured credit facility that
G-R established with Bank One N.A., Mansfield, Ohio on January 3, 2002.
AMT is a developer and manufacturer of standard centrifugal pumps for
industrial and commercial fluid-handling applications. AMT's pumps are marketed
principally through third-party distributor catalogs. G-R intends to continue
such manufacturing and marketing activities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial information required to be filed pursuant to Item 7(a) of
Form 8-K was not available at the time of filing this Current Report on
Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but
in no event later than 60 days after the date this Current Report on
Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed pursuant to
Item 7(b) of Form 8-K was not available at the time of filing this
Current Report on Form 8-K and will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after the date this
Current Report on Form 8-K is required to be filed.
(c) Exhibits.
Number Description
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2 Stock Purchase Agreement, effective as of January 1, 2002,
by and among The Gorman-Rupp Company, American Machine and
Tool Co., Inc. of Pennsylvania and each of the
stockholders of American Machine and Tool Co., Inc. of
Pennsylvania.
99.1 Press Release dated February 27, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE GORMAN-RUPP COMPANY
Dated: March 11, 2002
By: /s/ Robert E. Kirkendall
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Name: Robert E. Kirkendall
Title: Corporate Secretary
EXHIBIT INDEX
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Number Description
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2 Stock Purchase Agreement, effective as of
January 1, 2002, by and among The Gorman-Rupp
Company, American Machine and Tool Co., Inc. of
Pennsylvania and each of the stockholders of
American Machine and Tool Co., Inc. of
Pennsylvania.
99.1 Press Release dated February 27, 2002.