-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V7iZV0PtIGBH+1XDax6bq+tqkf8T4tV+h+0rVmxlhL9tNAE9+6hgCL+iIDmptDPx Mgy2S2CbUJeqxVv2SkDryg== 0000950152-04-005611.txt : 20040727 0000950152-04-005611.hdr.sgml : 20040727 20040726131244 ACCESSION NUMBER: 0000950152-04-005611 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040722 ITEM INFORMATION: FILED AS OF DATE: 20040726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GORMAN RUPP CO CENTRAL INDEX KEY: 0000042682 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 340253990 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06747 FILM NUMBER: 04930542 BUSINESS ADDRESS: STREET 1: 305 BOWMAN ST STREET 2: PO BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 BUSINESS PHONE: 4197551011 MAIL ADDRESS: STREET 1: 305 BOWMAN STREET STREET 2: P.O. BOX 1217 CITY: MANSFIELD STATE: OH ZIP: 44901 8-K 1 l08881ae8vk.txt THE GORMAN-RUPP COMPANY 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): July 22, 2004 THE GORMAN-RUPP COMPANY -------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio ---------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6747 34-0253990 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employee Identification No.) 305 Bowman Street, Mansfield, Ohio 44903 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (419) 755-1011 ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Page 1 of 4 Pages ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 22, 2004 The Gorman-Rupp Company issued a news release announcing a five-for-four split of its Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution will be made on September 10, 2004 to shareholders of record at the close of business on August 13, 2004. The Company also announced in this news release the declaration of a cash dividend in the amount of $0.14 per share on its post-split Common Shares payable September 10, 2004 to shareholders of record August 13, 2004. This news release is included as Exhibit 99 and is being furnished, not filed, with this Current Report on Form 8-K. 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 By /s/ DAVID P. EMMENS ----------------------------------------- David P. Emmens Corporate Counsel and Secretary July 26, 2004 EXHIBIT INDEX Exhibit Page ------- ---- (99) News Release dated July 22, 2004 3 2 EX-99 2 l08881aexv99.txt EXHIBIT 99 NEWS RELEASE DATED JULY 22, 2004 Exhibit 99, Page 1 GORMAN-RUPP ANNOUNCES STOCK SPLIT AND DIVIDEND INCREASE Mansfield, Ohio - July 22, 2004 - The Board of Directors of The Gorman-Rupp Company today declared a five-for-four split of the Company's Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution will be made on September 10, 2004, to shareholders of record at the close of business on August 13, 2004. Cash payments will be made to shareholders in settlement of fractional-share interests resulting from the distribution on the basis of the average of the high and low sales price of the Company's Common Shares on the American Stock Exchange on the record date (or, if there are no sales on the record date, then on the first preceding day on which there were sales), adjusted to reflect the distribution. National City Bank (Cleveland, Ohio), the Transfer Agent and Registrar for the Common Shares of the Company, will accept instructions from brokers and nominees regarding their requirements in respect to the distribution until September 3, 2004. After giving effect to the issuance of the additional Common Shares in the distribution, the most recent quarterly dividend rate of $0.17 per Common Share would have been $0.136 per share. In other action, the Board of Directors of the Company declared a quarterly cash dividend of $0.14 per share on the Common Stock of the Company, payable September 10, 2004, to shareholders of record August 13, 2004. The cash dividend is payable on post-split shares and represents a 2.9% increase over the equivalent post-split dividend of $0.136 paid during the previous quarter. This marks the 218th consecutive dividend paid by the Company. David P. Emmens Corporate Secretary The Gorman-Rupp Company Telephone (419) 755-1477 American Stock Exchange Symbol (GRC) For information contact Robert E. Kirkendall, Sr. Vice President & CFO, Tel (419) 755-1294 The Gorman-Rupp company is a manufacturer of pumps and related equipment for water, wastewater, construction, industrial, petroleum, original equipment, agricultural, fire and governmental applications. -----END PRIVACY-ENHANCED MESSAGE-----