FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-6747
THE GORMAN-RUPP COMPANY 401(k) PLAN
(Full title of the plan)
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| The Gorman-Rupp Company
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305 Bowman Street
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Mansfield, Ohio 44903 |
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(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
***********
The Exhibit Index is located on Page 18
REQUIRED INFORMATION
Audited plan financial statements and schedules prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith
in lieu of the requirements of audited statements of financial condition and audited statements of
income and changes in plan equity.
Financial Statements and Exhibits
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A) |
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The following financial statements and schedules (including the report of Ernst & Young
LLP) are filed as part of this annual report: |
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1) |
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Statements of Net Assets Available for Benefits-December 31, 2008 and 2007 |
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2) |
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Statement of Changes in Net Assets Available for Benefits-Year ended December 31, 2008 |
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3) |
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Schedule of Assets (Held at End of Year) |
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4) |
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Schedule of Reportable Transactions |
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B) |
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The following exhibit is filed as part of this annual report: |
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(23) |
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Consent of Independent Registered Public Accounting Firm |
The Gorman-Rupp Company 401(k) Plan
Audited Financial Statements
and Supplemental Schedules
December 31, 2008 and 2007, and
Year Ended December 31, 2008
Contents
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1 |
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Audited Financial Statements |
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Statements of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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4 |
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Supplemental Schedules |
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Schedule H, Line 4i — Schedule of Assets (Held at End of Year) |
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Schedule H, Line 4j — Schedule of Reportable Transactions |
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16 |
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EX-23.1 |
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| EX-23 |
Report of Independent Registered Public Accounting Firm
The Plan Administrator
The Gorman-Rupp Company 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of The Gorman-Rupp
Company 401(k) Plan as of December 31, 2008 and 2007, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2008. These financial statements are
the responsibility of the Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2008 and 2007, and the
changes in its net assets available for benefits for the year ended December 31, 2008, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December
31, 2008, and reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but are supplementary
information required by the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules
are the responsibility of the Plan’s management. The supplemental schedules have been subjected to
the auditing procedures applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
June 26, 2009
Cleveland, Ohio
1
The Gorman-Rupp Company 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31 |
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2008 |
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2007 |
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Assets |
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Net assets available for benefits, at fair value |
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$ |
34,459,684 |
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$ |
40,668,450 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contract |
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586,578 |
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20,923 |
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Net assets available for benefits |
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$ |
35,046,262 |
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$ |
40,689,373 |
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See accompanying notes to financial statements.
2
The Gorman-Rupp Company 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
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Additions |
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Investment income: |
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Net depreciation in fair value of investments |
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$ |
(7,950,821 |
) |
Interest and dividends |
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1,121,058 |
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(6,829,763 |
) |
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Contributions: |
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Participants |
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2,817,407 |
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Employer |
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697,276 |
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Rollovers |
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100,221 |
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Total contributions |
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3,614,904 |
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Total additions |
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(3,214,859 |
) |
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Deductions |
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Benefits paid to participants |
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2,428,252 |
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Net decrease |
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(5,643,111 |
) |
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Net assets available for benefits: |
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Beginning of year |
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40,689,373 |
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End of year |
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$ |
35,046,262 |
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See accompanying notes to financial statements.
3
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007, and
Year Ended December 31, 2008
1. Description of the Plan
The following description of The Gorman-Rupp Company 401(k) Plan (Plan) provides only general
information. Participants should refer to the Summary Plan Description for a more complete
description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering substantially all employees of the Corporate,
Mansfield, and Industries Divisions of The Gorman-Rupp Company (Company and Plan Administrator) and
Patterson Pump Company, a subsidiary of the Company. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to 40% of pretax annual compensation (15% for highly
compensated employees), as defined in the Plan. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined contribution plans.
Effective January 1, 2008, the Company contributes 40% of the first 4% of compensation that a
participant contributes to the Plan provided such participant was hired prior to January 1, 2008.
For employees hired on or after January 1, 2008, the Company contributes 50% of the first 6% of
compensation that a participant contributes to the Plan. The Company also contributes a percentage
of the employee’s income based on the age of the employee and the years of service with the Company
for employees hired on or after January 1, 2008.
Upon enrollment, a participant may direct employee contributions in whole increments to any of the
investment fund options offered by the Plan. Employees may elect to transfer all or a portion (in
1% increments) of their account balance to any fund offered by the Plan (including the employer
contributions which are invested in The Gorman-Rupp Stock Fund), based on the value of their account
on the immediately preceding valuation date. Effective January 1, 2008, employees have the option
to transfer all investments out of The Gorman-Rupp Company Common Stock Fund.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of (a)
the Company’s contributions and (b) Plan earnings. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant’s account.
4
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
Participants are also fully vested in the Company contribution portion of their accounts plus
actual earnings thereon. Vesting in the Company age and service contribution is based on years of
continuous service; a participant is 100% vested after three years of service.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. The term of the loan shall not exceed 5
years, or 20 years for the purchase of a primary residence. The loans are secured by the balance in
the participant’s account and bear interest at the prime rate, as quoted in The Wall Street
Journal. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits
Upon retirement or termination of employment, a participant may receive a lump-sum amount equal to
the vested value of his or her account. A lump-sum payment is required at a participant’s death.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA.
5
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) 157, Fair Value Measurements. This standard clarifies the definition of
fair value for financial reporting, establishes a framework for measuring fair value, and requires
additional disclosures about the use of fair value measurements. SFAS 157 is effective for
financial statements issued for a fiscal year beginning after November 15, 2007. Additionally, in
October 2008, the FASB issued FASB Staff Position 157-3, Determining the Fair Value of a Financial
Asset When the Market for That Asset is Not Active (FSP 157-3). FSP 157-3 clarifies the application
of SFAS 157 in markets that are not active and provides an example to illustrate key considerations
in determining the fair value of a financial asset when the market for an asset is not active. The
guidance in FSP 157-3 was effective upon issuance, including prior periods for which financial
statements had not been issued. The Plan adopted SFAS 157 effective January 1, 2008.
In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 supersedes FSP 157-3 and amends SFAS 157
to provide additional guidance on estimating fair value when the volume and level of activity for
an asset or liability have significantly decreased in relation to normal market activity for the
asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate
that a transaction is not orderly and on defining major categories of debt and equity securities in
meeting the disclosure requirements of SFAS 157. FSP 157-4 is effective for reporting periods
ending after June 15, 2009. The Company is currently evaluating the effect, if any, that the
provisions of FSP 157-4 will have on the Plan’s financial statements.
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
6
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. The shares of registered investment companies are
valued at quoted market prices which represent the net asset values of shares held by the Plan at
year-end. The Company stock is valued at its quoted market price as of the last business day of the
Plan’s year. The participant loans are valued at their outstanding balances, which approximate fair
value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health & Welfare and Pension
Plans (the FSP), investment contracts held by a defined contribution plan are required to be
reported at fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined contribution plan attributable to
fully-benefit responsive investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under terms of the Plan.
The New York Life Insurance Anchor Account I (NYL Anchor) comprises 100% of The Gorman-Rupp Stable
Value Fund. The NYL Anchor is a pooled separate account made available to participating plans
through a group annuity contract offered to the plans’ trustees. The group annuity contract is an
investment contract that is benefit-responsive. The investment contract is recorded at contract
value (i.e., book value), which represents contributions and reinvested income, less any
withdrawals plus accrued interest. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. However, withdrawals influenced by
Company-initiated events, such as in connection with the sale of a business, may result in a
distribution other than contract value.
The contract value of the investment contract at December 31, 2008 and 2007, was $4,370,921 and
$3,076,917, respectively. There are no reserves against contract values for credit risk of the
contract issuer.
7
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
As required by the FSP, the statement of net assets available for benefits presents the fair value
of the investment in the NYL Anchor in the net assets available for benefits as well as the
adjustment from fair value to contract value for fully benefit-responsive investment contracts. The
fair value of the Plan’s interest in the NYL Anchor is based on information reported by the issuer
of the pooled separate account at year-end. The fair value of the investment contract at December
31, 2008 and 2007, was $3,784,343 and $3,055,995, respectively. The net average yield was
approximately 4.60% and 4.77% in 2008 and 2007, respectively. The crediting interest rate for these
investment contracts is based on a formula agreed upon with the
issuer and is reset daily by the issuer, but cannot be less than zero and was
approximately 4.48% and 5.24% at December 31, 2008 and 2007, respectively.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
During 2008, the fair value of the Plan’s investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) as determined by quoted market prices as
follows:
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|
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Net Appreciation |
|
| |
|
(Depreciation) |
|
| |
|
in Fair Value of |
|
| |
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Investments |
|
|
|
|
|
|
Common stock |
|
$ |
276,870 |
|
Shares of registered investment companies |
|
|
(8,227,691 |
) |
|
|
|
|
|
|
$ |
7,950,821 |
|
|
|
|
|
8
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the Plan’s net assets are as
follows:
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|
|
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| |
|
2008 |
|
2007 |
| |
|
|
|
|
|
|
|
|
|
|
|
The Gorman-Rupp Company Common Stock |
|
$ |
14,352,624 |
|
|
$ |
13,755,589 |
* |
NYL Insurance Anchor Account I |
|
|
3,784,343 |
|
|
|
3,055,995 |
|
|
|
|
| * |
|
Non-participant-directed |
Unrealized depreciation of investments was $7,785,169 for the year ended December 31, 2008 and
$513,634 for the year ended December 31, 2007.
4. Fair Value Measurements
The Plan adopted SFAS 157, Fair Value Measurements, effective January 1, 2008. In addition, the
Plan adopted FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active, upon its issuance in October 2008.
SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (i.e., an exit price). SFAS 157 includes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The
three levels of the fair value hierarchy under SFAS 157 are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting
entity at the measurement date for identical assets and liabilities.
Level 2 — Inputs other than quoted prices in active markets for identical assets and
liabilities that are observable either directly or indirectly for substantially the full term of
the asset or liability. Level 2 inputs include the following:
| • |
|
Quoted prices for similar assets or liabilities in active markets |
9
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurement (continued)
| • |
|
Quoted prices for identical or similar assets or liabilities in inactive markets |
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| • |
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Observable inputs other than quoted prices that are used in the valuation of the asset or
liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) |
| |
| • |
|
Inputs that are derived from or corroborated by observable market data by correlation or other
means |
Level 3 — Unobservable inputs for the asset or liability (i.e., supported by little or no
market activity). Level 3 inputs include management’s own assumption about the assumptions that
market participants would use in pricing the asset or liability (including assumptions about
risk).
The level in the fair value hierarchy within which the fair value measurement is classified is
determined based on the lowest level input that is significant to the fair value measure in its
entirety.
The following is a description of the valuation methodologies used for assets measured at fair
value.
Fair value for Level 1 is based upon quoted market prices of common stock and mutual funds. Fair
value for Level 2 is based on the contract price of the guaranteed investment contracts and any
changes in observable assumptions of the underlying investments. Inputs are obtained from various
sources including market participants, dealers, and brokers. The fund in the Plan which is
classified within Level 3 of the hierarchy is participant loans as these loans are valued at
amortized costs, which approximate fair value.
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Assets at Fair Value as of December 31, 2008 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Common stock |
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$ |
14,352,624 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,352,624 |
|
Mutual funds |
|
|
15,514,231 |
|
|
|
— |
|
|
|
— |
|
|
|
15,514,231 |
|
NYL Anchor account |
|
|
— |
|
|
|
3,784,343 |
|
|
|
— |
|
|
|
3,784,343 |
|
Participant loans |
|
|
— |
|
|
|
— |
|
|
|
808,486 |
|
|
|
808,486 |
|
| |
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Total assets at fair value |
|
$ |
29,866,855 |
|
|
$ |
3,784,343 |
|
|
$ |
808,486 |
|
|
$ |
34,459,684 |
|
| |
|
|
10
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
4. Fair Value Measurement (continued)
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for
the year ended December 31, 2008.
| |
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| |
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Participant |
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Loans |
|
|
|
|
|
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Balance, beginning of year |
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$ |
671,684 |
|
Realized and unrealized gains/(losses) |
|
|
— |
|
Purchases, sales, issuances, and settlements (net) |
|
|
136,802 |
|
|
|
|
|
Balance, end of year |
|
$ |
808,486 |
|
|
|
|
|
5. Non-Participant-Directed Investments
Prior to
January 1, 2008, The Gorman-Rupp Company Common Stock Fund
contained participant account
balances that were both participant-directed and non-participant-directed. Because the fund contains
balances that are non-participant-directed, the entire fund is considered non-participant-directed
for disclosure purposes. Although the Company match is directed to purchase common shares in stock
of The Gorman-Rupp Company, employees are free to move this investment at any time. Effective
January 1, 2008, employees have the option to transfer all investments out of The Gorman-Rupp
Company Common Stock Fund.
Information about the net assets related to non-participant-directed investments is as follows:
| |
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|
|
|
| |
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December 31, |
| |
|
2007 |
Net assets: |
|
|
|
|
Investments, at fair value: |
|
|
|
|
The Gorman-Rupp Company Common Stock |
|
$ |
13,755,589 |
|
6. Administrative Costs
Fees for legal, accounting, and other services rendered to the Plan are paid by the Company.
11
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
7. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of the
investment securities will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statements of net assets available
for benefits.
8. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated May 14, 2004,
stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (Code) and,
therefore, the related trust is exempt from taxation. Subsequent to this determination by the
Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and, therefore, believes
that the Plan, as amended, is qualified and the related trust is tax exempt.
9. Reconciliation of Financial Statements to the Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2008 to the Form 5500:
| |
|
|
|
|
| |
|
December 31, |
|
| |
|
2008 |
|
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
35,046,262 |
|
Adjustment from fair value to contract value for fully
benefit-responsive investment contract |
|
|
(586,578 |
) |
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
34,459,684 |
|
|
|
|
|
12
The Gorman-Rupp Company 401(k) Plan
Notes to Financial Statements (continued)
9. Reconciliation of Financial Statements to the Form 5500 (continued)
The following is a reconciliation of net loss from investments:
| |
|
|
|
|
| |
|
Year Ended |
|
| |
|
December 31, |
|
| |
|
2008 |
|
Interest and dividends from investments |
|
$ |
1,121,058 |
|
Net realized/unrealized depreciation from investment accounts |
|
|
(7,950,821 |
) |
|
|
|
|
Net investment loss from investments as reported in the financial
statements |
|
|
(6,829,763 |
) |
Adjustment from fair value to contract value for fully benefit-responsive investment contract |
|
|
(586,578 |
) |
|
|
|
|
Net investment loss from investments as reported in the Form 5500 |
|
$ |
(7,416,341 |
) |
|
|
|
|
13
The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan #005
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
December 31, 2008
| |
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| |
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Description of |
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|
| |
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Investment Including |
|
|
|
|
|
|
| |
|
Maturity Date, Rate |
|
|
|
|
|
|
| Identity of Issuer, Borrower, |
|
of Interest, Par, |
|
|
|
|
|
Current |
| Lessor, or Similar Party |
|
or Maturity Value |
|
Cost |
|
Value |
| |
| |
The Gorman-Rupp Company
Common Stock* |
|
455,105.000 |
shares |
$ |
7,884,573 |
|
|
$ |
14,352,624 |
|
NYL Insurance Achor Account 1 |
|
|
|
|
|
|
|
|
|
|
3,784,343 |
|
American Cap World Bond R3 |
|
29,083.310 |
shares |
|
|
|
|
|
547,639 |
|
Fid Advisor Infat Prot Bond A |
|
100,025.438 |
shares |
|
|
|
|
|
1,047,266 |
|
MainStay High Yield Corp Bond A |
|
63,869.992 |
shares |
|
|
|
|
|
276,557 |
|
PIMCO Total Return Fund (A) |
|
90,245.799 |
shares |
|
|
|
|
|
915,092 |
|
Templeton Global Bond Fund Adv |
|
2,119.114 |
shares |
|
|
|
|
|
23,670 |
|
Barclay LifePath Retire Fund I |
|
23,180.049 |
shares |
|
|
|
|
|
218,356 |
|
Barclays LifePath 2010 Fund I |
|
47,135.987 |
shares |
|
|
|
|
|
494,928 |
|
Barclays LifePath 2020 Fund I |
|
110,939.172 |
shares |
|
|
|
|
|
1,366,771 |
|
Barclays LifePath 2030 Fund I |
|
57,955.742 |
shares |
|
|
|
|
|
632,877 |
|
Barclays LifePath 2040 Fund I |
|
18,931.491 |
shares |
|
|
|
|
|
243,838 |
|
American Wash Mutual Inv Fund R3 |
|
37,248.084 |
shares |
|
|
|
|
|
793,384 |
|
Fid Advisor Real Estate Fund A |
|
13,106.188 |
shares |
|
|
|
|
|
127,130 |
|
Franklin Income Fund A |
|
803,826.167 |
shares |
|
|
|
|
|
1,342,390 |
|
Lord Abbet Affiliated Fund A |
|
3,868.216 |
shares |
|
|
|
|
|
33,305 |
|
Franklin Mutual Shares Class A |
|
37,057.162 |
shares |
|
|
|
|
|
564,010 |
|
T Rowe Price Capital
Appreciation Fund |
|
13,952.193 |
shares |
|
|
|
|
|
194,633 |
|
American Cap Income Builder R4 |
|
428.223 |
shares |
|
|
|
|
|
17,784 |
|
Columbia Small Cap Val Fund A |
|
9,854.010 |
shares |
|
|
|
|
|
287,244 |
|
Davis New York Venture Fund (A) |
|
22,860.098 |
shares |
|
|
|
|
|
539,956 |
|
Fid Advisor Leveraged Co Stk A |
|
26,691.189 |
shares |
|
|
|
|
|
465,227 |
|
Fid Advisor New Insights A |
|
32,931.524 |
shares |
|
|
|
|
|
439,965 |
|
Fid Advisor Small Cap Fund A |
|
36,998.423 |
shares |
|
|
|
|
|
637,853 |
|
Fid Advisor Value Strategies A |
|
12,230.674 |
shares |
|
|
|
|
|
153,006 |
|
Lord Abbett Mid Cap Value A |
|
33,383.405 |
shares |
|
|
|
|
|
348,189 |
|
Lord Abbett Small Cap Blend A |
|
23,717.282 |
shares |
|
|
|
|
|
256,858 |
|
Oppenheimer Value Fund A |
|
66,832.654 |
shares |
|
|
|
|
|
972,415 |
|
Royce Value Fund (Serv) |
|
32,459.240 |
shares |
|
|
|
|
|
227,215 |
|
14
The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan #005
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year) (continued)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Description of |
|
|
|
|
|
|
| |
|
Investment Including |
|
|
|
|
|
|
| |
|
Maturity Date, Rate |
|
|
|
|
|
|
| Identity of Issuer, Borrower, |
|
of Interest, Par, |
|
|
|
|
|
Current |
| Lessor, or Similar Party |
|
or Maturity Value |
|
Cost |
|
Value |
| |
| |
RS Partners Fund |
|
15,800.917 |
shares |
|
|
|
|
|
284,417 |
|
T Rowe Price New Era Fund |
|
9,109.305 |
shares |
|
|
|
|
|
269,453 |
|
American EuroPacific Growth R3 |
|
22,767.153 |
shares |
|
|
|
|
|
627,463 |
|
Fid Advisor Diversified Intl A |
|
29,533.471 |
shares |
|
|
|
|
|
360,308 |
|
Fid Advisor Intl Sm Cap Opp A |
|
27,526.378 |
shares |
|
|
|
|
|
163,782 |
|
Oppenheimer Global Fund (A) |
|
8,587.631 |
shares |
|
|
|
|
|
328,735 |
|
Templeton Foreign Fund |
|
70,386.182 |
shares |
|
|
|
|
|
312,515 |
|
Loan Fund* |
|
At interest rates ranging from 3.25% to 8.25% with maturity date through 2016 |
|
|
|
|
|
|
808,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,459,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Indicates party in interest to the Plan. |
15
The Gorman-Rupp Company 401(k) Plan
EIN #34-0253990 Plan #005
Schedule H, Line 4j — Schedule of Reportable Transactions
Year Ended December 31, 2008
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset on |
|
|
| Identity of |
|
Description |
|
Purchase |
|
Selling |
|
Cost of |
|
Transaction |
|
Net |
| Party Involved |
|
of Asset |
|
Price |
|
Price |
|
Asset |
|
Date |
|
Gain |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category (iii) — Series of transactions in excess of 5% of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NYLIM |
|
Gorman-Rupp Stock Fund |
|
$ |
3,594,027 |
|
|
|
|
|
|
$ |
3,594,027 |
|
|
$ |
3,594,027 |
|
|
$ |
— |
|
|
|
Gorman-Rupp Stock Fund |
|
|
|
|
|
$ |
2,467,572 |
|
|
|
2,361,847 |
|
|
|
2,467,572 |
|
|
|
105,725 |
|
|
|
NYL Insurance Anchor Account I |
|
|
3,868,342 |
|
|
|
|
|
|
|
3,868,342 |
|
|
|
|
|
|
|
— |
|
|
|
NYL Insurance Anchor Account I |
|
|
|
|
|
|
2,741,886 |
|
|
|
2,741,886 |
|
|
|
2,741,886 |
|
|
|
— |
|
There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2008
16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
|
|
| |
|
THE GORMAN-RUPP COMPANY 401(k) PLAN |
|
|
|
|
|
|
|
|
|
| |
|
By: The Gorman-Rupp Company, as Plan Administrator |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ Jeffrey S. Gorman |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey S. Gorman, Committee Member |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ Wayne L. Knabel |
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne L. Knabel, Committee Member |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ Judith L. Sovine |
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith L. Sovine, Committee Member |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ David P. Emmens |
|
|
|
|
|
|
|
|
|
|
|
|
|
David P. Emmens, Committee Member |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ Lee A. Wilkins |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee A. Wilkins, Committee Member |
|
|
|
|
|
|
|
|
|
Date: June 26, 2009
|
|
By:
|
|
/s/ Ronald D. Pittenger |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald D. Pittenger, Committee Member |
|
|
17
EXHIBIT INDEX
| |
|
|
|
|
| Exhibit |
|
|
|
Pagination by Sequential |
| Number |
|
Description |
|
Numbering System |
| |
|
|
|
|
|
23 |
|
Consent of Independent Registered Public Accounting Firm |
|
19 |
18