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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934: For the fiscal year ended December 31, 2001
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934: For the transition period from
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to
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Commission file number 1-13215
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GARDNER DENVER, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0419383
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1800 Gardner Expressway, Quincy, IL 62301
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(Address of Principal Executive Offices) (Zip Code)
(217) 222-5400
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
Rights to Purchase Preferred Stock
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the registrant's voting stock held by
non-affiliates as of March 22, 2002 was $385,940,481.
The number of shares outstanding of the registrant's Common Stock, as of
March 22, 2002 was 15,810,753.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Gardner Denver, Inc. Proxy Statement, dated March 22,
2002 (incorporated into Part III of this Annual Report on Form 10-K).
Portions of the 2001 Annual Report to Stockholders (incorporated into
Parts I and II of this Annual Report on Form 10-K).
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PART I
ITEM 1. BUSINESS
GENERAL
Gardner Denver, Inc. ("Gardner Denver" or the "Company") believes, based on
total sales in the United States, it is one of the leading manufacturers of
stationary air compressors and blowers for industrial applications.
Stationary air compressors are used in manufacturing, process applications
and materials handling, and to power air tools and equipment. Blowers are
used primarily in pneumatic conveying, wastewater aeration and engineered
vacuum systems. Gardner Denver also believes that it is one of the leading
manufacturers of pumps used in oil and natural gas production,
well-servicing and drilling and water jetting systems.
In 2001, Gardner Denver had revenues of $419.8 million, of which
approximately 73 percent were derived from sales of compressed air products
while approximately 27 percent were from sales of pump products.
Approximately 70 percent of the total revenues in 2001 were derived from
sales in the United States and approximately 30 percent were from sales to
customers in various countries outside the United States. Of the total
non-U.S. sales, 51 percent were to Europe, 19 percent to Canada, 14 percent
to Latin America, 11 percent to Asia and the remainder to Africa, the Middle
East and Australia.
HISTORY
The Company's business of manufacturing industrial and petroleum equipment
began in 1859 when Robert W. Gardner redesigned the fly-ball governor to
provide speed control for steam engines. By 1900, the then Gardner Company
had expanded its product line to include steam pumps and vertical high-speed
air compressors. In 1927, the Gardner Company merged with Denver Rock Drill,
a manufacturer of equipment for oil wells and mining and construction, and
became the Gardner-Denver Company. In 1979, the Gardner-Denver Company was
acquired by Cooper Industries, Inc. ("Cooper") and operated as 10
unincorporated divisions. Two of these divisions, the Gardner-Denver Air
Compressor Division and the Petroleum Equipment Division, were combined in
1985 to form the Gardner-Denver Industrial Machinery Division (the
"Division"). The OPI(R) pump product line was purchased in 1985 and added to
the Division. In 1987, Cooper acquired the Sutorbilt(R) and DuroFlow(R)
blower product lines and the Joy(R) industrial compressor product line,
which were also consolidated into the Division. Effective December 31, 1993,
the assets and liabilities of the Division were transferred by Cooper to the
Company, which had been formed as a wholly-owned subsidiary of Cooper. On
April 15, 1994, the Company was spun-off as an independent company to the
shareholders of Cooper.
Gardner Denver has completed fourteen acquisitions since becoming an
independent company. In 1996, Gardner Denver acquired NORAMPTCO, Inc.,
renamed Gardner Denver Holdings Inc., and its primary operating subsidiary
Lamson Corporation ("Lamson"). Lamson designs, manufactures and sells
multistage centrifugal blowers and exhausters used in various industrial and
wastewater applications. Lamson's products complemented the Company's
product offering by enabling it to expand its participation in environmental
and industrial segments requiring air and gas management.
Also in 1996, the Company acquired TCM Investments, Inc., an oilfield pump
manufacturer based in Tulsa, Oklahoma. This acquisition extended the
Company's well stimulation pump
1
product line, provided a physical presence in the oilfield market and
allowed Gardner Denver to become a major supplier of repair parts and
remanufacturing services to some of the Company's customers.
In 1997, the Company acquired Oy Tamrotor Ab ("Tamrotor"), located in
Tampere, Finland. Tamrotor designs and manufactures lubricated rotary screw
compressor air ends and packages. The addition of Tamrotor provided the
Company with a manufacturing base in Europe and growth opportunities through
complementary product lines and international market penetration. In 1999,
the Company liquidated Tamrotor and now conducts business in Finland as
Gardner Denver OY.
In January 1998, the Company purchased Champion Pneumatic Machinery Company,
Inc. ("Champion"). Champion, located in Princeton, Illinois, is a leading
manufacturer of low horsepower reciprocating compressors. Champion opened
new market opportunities for Gardner Denver products and expanded the range
of reciprocating compressors available to existing distributors.
In January 1998, the Company also acquired Geological Equipment Corporation
("Geoquip"), a leading manufacturer of pumps, ranging from 350 to 2,400
horsepower, in Fort Worth, Texas. The operation also remanufactures pumps
and provides repair services. The addition of Geoquip enhanced the Gardner
Denver well servicing product line, expanded the Company's presence in
remanufacturing and repair services and introduced the Company to the water
jetting market.
The Company purchased the Wittig Division of Mannesmann Demag AG ("Wittig")
in March 1998. Wittig, located in Schopfheim, Germany, is a leading
manufacturer of rotary sliding vane compressors and vacuum pumps. Wittig's
products primarily serve the truck blower market for liquid and dry bulk
conveyance, as well as other industrial applications. The acquisition of
Wittig expanded the Company's manufacturing presence in Europe and provided
distribution channels for its blower products, which are produced in the
United States.
In April 1999, the Company acquired Allen-Stuart Equipment Company, Inc.
("Allen-Stuart"), located in Houston, Texas. Allen-Stuart, which also
conducts business as the Gardner Denver Engineered Packaging Center,
designs, fabricates and services custom-engineered packages for blower and
compressor equipment in air and gas applications. The addition of
Allen-Stuart enhanced the Company's ability to supply engineered packages,
incorporating the wide range of compressor and blower products manufactured
by Gardner Denver.
In April 1999, the Company also purchased Butterworth Jetting Systems, Inc.,
a manufacturer of water jet pumps and systems serving the industrial
cleaning and maintenance market, located in Houston, Texas. This operation,
which was renamed Gardner Denver Water Jetting Systems, Inc., expanded the
Company's position in the rapidly growing water jet market.
In October 1999, the Company acquired Air Relief, Inc. ("Air Relief"),
located in Mayfield, Kentucky. Air Relief is an independent provider of
replacement parts and service for centrifugal compressors. This operation
enhanced the Company's ability to penetrate the centrifugal compressor
market by adding key engineering, assembly, sales and service capabilities.
In January 2000, the Company acquired Invincible Airflow Systems, Co.
("Invincible"). Invincible, located in Baltic, Ohio, manufactures single and
fabricated multistage centrifugal
2
blowers and engineered vacuum systems. Invincible extends Gardner Denver's
product offering for the industrial cleaning market and introduces the
Company's centrifugal blowers to new markets.
The Company acquired Jetting Systems & Accessories, Inc. ("JSA") in April
2000 and CRS Power Flow, Inc. ("CRS") in July 2000. JSA and CRS are located
in Houston, Texas, and both manufacture aftermarket products for the water
jetting industry. These two acquisitions complement the Company's product
offering for the water jetting market and further leverage Gardner Denver's
commitment to being a full service provider in the water jetting industry.
In September 2001, the Company acquired Hamworthy Belliss & Morcom ("Belliss
& Morcom"), headquartered in Gloucester, England. Belliss & Morcom
manufactures and distributes reciprocating air compressors used for a
variety of niche applications, such as polyethylene terephthalate ("PET")
bottle blowing, breathing air equipment and compressed natural gas. The
acquisition of Belliss & Morcom broadens the Company's range of product
offerings, strengthens its distribution and service networks and increases
its participation in sales of products with applications that have the
potential to grow faster than the overall industrial economy.
In September 2001, the Company also acquired Hoffman Air and Filtration
Systems ("Hoffman"). Hoffman, headquartered in Syracuse, New York,
manufactures and distributes multistage centrifugal blowers and vacuum
systems, primarily for wastewater treatment and industrial applications. The
acquisition of Hoffman expands Gardner Denver's product offering and
distribution capabilities and enhances its position as a leading
international supplier of centrifugal products to the air and gas handling
industry.
MARKETS AND PRODUCTS
Gardner Denver designs, manufactures and markets compressed air products and
pump products. A description of the particular products manufactured and
sold by Gardner Denver in its two reportable segments is set forth below.
Compressed Air Products Segment
In the Compressed Air Products segment, Gardner Denver designs,
manufactures, markets and services the following products and related
aftermarket parts for industrial and commercial applications: rotary screw,
reciprocating, sliding vane and centrifugal compressors, positive
displacement and centrifugal blowers. Sales of compressed air products
by Gardner Denver in 2001 were $308.0 million, of which approximately
65 percent were to customers in the United States.
Reciprocating compressors range from 0.5 to 1,500 horsepower and are sold
under the Gardner Denver(R), Champion(R), Commandair(R) and Belliss &
Morcom(R) trademarks. Rotary screw compressors range from 5 to 680
horsepower and are sold under the Gardner Denver(R), Electra-Screw(R),
Electra-Saver(R), Enduro(R), RotorChamp(R), Twistair(R), Tamrotor(R), and
Tempest(R) trademarks. Centrifugal compressors range from 400 to 1,500
horsepower and are sold under the GD Turbo name.
3
Blowers are used to produce a high volume of air at low pressures and
vacuums. Centrifugal blowers produce a constant level of pressure and
varying volumes of airflow. Positive displacement blowers provide a constant
volume of airflow at varying levels of pressure. The Company's positive
displacement blowers range from 0 to 36 pounds per square inch gauge (PSIG)
pressure and 0-28 inches of mercury ("Hg) vacuum and 0 to 43,000 cubic feet
per minute (CFM) and are sold under the trademarks Sutorbilt(R),
DuroFlow(R), CycloBlower(R) and TurboTron(R). The Company's multistage
centrifugal blowers are sold under the tradenames Lamson(R) and Hoffman(R)
and range from 0.5 to 25 PSIG pressure and 0-18 "Hg vacuum and 100 to 50,000
CFM. The Company's rotary sliding vane compressors and vacuum pumps range
from 0 to 150 PSIG and 0 to 3,000 CFM and are sold under the trademark
Wittig(R).
The Company's engineered vacuum systems are used in industrial cleaning and
maintenance and are sold under the Invincible(R) and Cat Vac(R) tradenames.
Almost all domestic manufacturing plants and industrial facilities, as well
as many service industries, utilize air compressors and/or blowers. The
largest customers for Gardner Denver's compressor products are durable and
non-durable goods manufacturers; process industries (petroleum, primary
metals, pharmaceutical, food and paper); original equipment manufacturers
("OEMs"); manufacturers of carpet cleaning equipment, pneumatic conveying
equipment, and dry and liquid bulk transports; wastewater treatment
facilities; and automotive service centers and niche applications such as
polyethylene terephthalate ("PET") bottle blowing, breathing air equipment
and compressed natural gas.
Manufacturers of machinery and related equipment use stationary compressors
for automated systems, controls, materials handling and special machinery
requirements. The petroleum, primary metals, pharmaceutical, food and paper
industries require compressed air for process, instrumentation and control,
packaging and pneumatic conveying.
Blowers are instrumental to local utilities for aeration in treating
industrial and municipal waste. Blowers are also used in service industries,
for example, residential carpet cleaning to vacuum moisture from carpets
during the shampooing and cleaning process. Blowers and rotary vane
compressors are used on trucks to vacuum leaves and debris from street
sewers and to unload liquid and dry bulk and powder materials such as
cement, grain and plastic pellets. Additionally, blowers are used in
numerous chemical process applications.
Pump Products Segment
Gardner Denver designs, manufactures, markets and services a diverse group
of pumps, water jetting systems and related aftermarket parts used in
oil and natural gas production, well servicing and drilling and industrial
cleaning and maintenance. Sales of pump products in 2001 were $111.7 million,
of which approximately 82 percent were to customers in the United States.
Positive displacement reciprocating pumps are marketed under the Gardner
Denver(R), Geoquip(R), Ajax(R) and OPI(R) trademarks. Typical applications
of Gardner Denver(R) pumps in oil and natural gas production include oil
transfer, water flooding, salt water disposal, pipeline testing, ammine
pumping for gas processing, re-pressurizing, enhanced oil recovery,
hydraulic
4
power and other liquid transfer applications. Gardner Denver's production
pumps range from 16 to 600 horsepower and consist of horizontal and vertical
designed pumps.
Gardner Denver markets one of the most complete product lines of well
servicing pumps. Well servicing operations include general workover service,
completions (bringing wells into production after drilling), and plugging
and abandonment of wells. Gardner Denver's well servicing products consist
of high pressure plunger pumps ranging from 165 to 400 horsepower.
Gardner Denver also manufactures intermittent duty triplex and quintuplex
plunger pumps ranging from 250 to 3,000 horsepower for well cementing and
stimulation, including reservoir fracturing or acidizing. Duplex pumps,
ranging from 16 to 135 horsepower, are produced for shallow drilling, which
includes water well drilling, seismic drilling and mineral exploration.
Continuous duty triplex mud pumps for oil and natural gas drilling rigs
range from 275 to 2,000 horsepower. A small portion of Gardner Denver(R) and
Ajax(R) pumps are sold for use in industrial applications.
The Company's water jetting systems are used in industrial cleaning and
maintenance and are sold under the Liqua-Blaster(R) and American Water
Blaster(R) trademarks. Applications in this market include runway and
shiphull cleaning, concrete demolition and metal surface preparation.
For financial information over the past three years on the Company's
performance by industry segment and the Company's international sales, refer
to Note 14 of the Notes to Consolidated Financial Statements included in
Gardner Denver's 2001 Annual Report to Stockholders and incorporated herein
by reference.
CUSTOMERS AND CUSTOMER SERVICE
Gardner Denver sells its products through independent distributors and sales
representatives and directly to OEMs, engineering firms and end users.
Gardner Denver uses a direct sales force to service OEM and engineering firm
accounts because these typically require more technical assistance, shipment
scheduling and product service.
As a majority of Gardner Denver's products are marketed through independent
distribution, Gardner Denver is committed to developing and supporting its
distribution network of over 1,500 distributors and representatives. Gardner
Denver has a Master Distribution Center in Memphis, Tennessee that stocks
parts, accessories, blowers and small compressor products in order to
provide adequate and timely availability. Gardner Denver also provides its
distributors with sales and product literature, technical assistance and
training programs, advertising and sales promotions, order-entry and
tracking systems and an annual restocking program. Gardner Denver
participates in major trade shows and has a telemarketing department to
generate sales leads and support the distributors' sales staffs.
The Company's distributors maintain an inventory of complete units and parts
and provide aftermarket service to end users. There are several hundred
field service representatives for Gardner Denver products in the distributor
network. Gardner Denver's service personnel and product engineers provide
the distributors' service representatives with technical assistance and
5
field training, particularly with respect to installation and repair of
equipment.
Gardner Denver also provides aftermarket support through its remanufacturing
facilities in Indianapolis, Indiana; Tulsa, Oklahoma; and Mayfield,
Kentucky. The Indianapolis operation remanufactures and repairs air ends for
rotary screw compressors, blowers and reciprocating compressors. The Tulsa
facility repairs and remanufactures well servicing pumps. The Mayfield
operation provides aftermarket parts and repairs for centrifugal
compressors.
Outside the United States, Gardner Denver markets its products through a
network of sales representatives, as well as distributors and direct sales
persons. As a result of the Lamson, Wittig and Hoffman acquisitions, the
Company operates blower packaging operations in Canada, France, Germany and
the United Kingdom. As a result of the Tamrotor and Bellis & Morcom
acquisitions, the Company operates compressor manufacturing and packaging
facilities in Canada, Finland and the United Kingdom.
COMPETITION
Gardner Denver's principal competitors in sales of compressed air products
include Ingersoll-Rand, Sullair (owned by United Technologies Corporation),
Atlas Copco, Quincy Compressor (owned by En Pro Industries, a subsidiary of
Goodrich Corporation), CompAir (owned by Invensys P.L.C.) and Roots (owned
by Dresser Inc.). The principal competitors in sales of petroleum pump
products include National-Oilwell and SPM Flow Control, Inc. The principal
competitors in sales of water jetting systems include NLB Corp., WOMA
Apparatebau GmbH and Hammelmann Maschinenfabrik GmbH. Each of the Company's
business segments has a strong reputation and the Company's trademarks are
recognized both domestically and internationally.
Demand for compressed air products is dependent upon capital spending by
manufacturing and process industries, and general economic conditions.
Demand for pump products is primarily tied to the number of working and
available drilling rigs and oil and natural gas prices. The principal
competitive factors in both segments are quality, performance, price and
availability. The relative importance of each of these factors varies
depending on the specific type of product.
Compressed air and pump products are best characterized as mature, with
steady and slow technological advances. Technological trends in compressed
air products include, among others, development of oil-free air compressors,
increased product efficiency, reduction of noise levels, and advanced
control systems to upgrade the flexibility and precision of regulating
pressure and capacity. Emerging compressed air products market niches result
from new technologies in plastics extrusion, oil and natural gas well
drilling, field gas gathering, mobile and stationary vacuum applications,
utility and fiber optic installation, environmental impact minimization, as
well as other factors. Trends in pump products include, among others,
development of larger horsepower and lighter weight pumps.
6
RESEARCH AND DEVELOPMENT
The Company actively engages in a continuing research and development
program. The Gardner Denver research and development centers are dedicated
to various activities, including new product development, product
performance improvement and new product applications.
Gardner Denver's products are designed to satisfy the safety and performance
standards set by various industry groups and testing laboratories. Care is
exercised throughout the manufacturing and final testing process to ensure
that products conform to industry, government and customer specifications.
Gardner Denver has representatives on the American Petroleum Institute's
working committee and the Company has relationships with standard
enforcement organizations such as Underwriters Laboratories (U.L.), Det
Norske Veritas (DNV) and the Canadian Standard Association (C.S.A.). The
Company maintains ISO 9001 certification on the quality systems at a
majority of its manufacturing and design locations.
Expenditures for research and development sponsored by the Company were
$2.5 million in 2001, $3.0 million in 2000 and $2.8 million in 1999.
MANUFACTURING
Gardner Denver has twenty manufacturing facilities that utilize a broad
variety of processes. At its manufacturing locations, the Company maintains
advanced manufacturing, quality assurance and testing equipment geared to
the specific products that it manufactures, and uses extensive process
automation in its manufacturing operations. Most of the manufacturing
facilities utilize computer aided numerical control tools and manufacturing
techniques that concentrate the equipment necessary to produce similar
products in one area of the plant (cell manufacturing). One operator using
cell manufacturing can monitor and operate several machines, as well as
assemble and test products made by such machines, thereby improving
operating efficiency and product quality while reducing the amount of
work-in-process and finished product inventories.
RAW MATERIALS
The primary raw materials used by Gardner Denver are cast iron and steel.
Such materials are generally available from a number of suppliers. The
Company does not currently have long-term contracts with its suppliers of
raw materials, but believes that its sources of raw materials are reliable
and adequate for its needs. The Company utilizes single sources of supply
for certain iron castings and other selected components. A disruption in
deliveries from a given supplier could therefore have an adverse effect on
the Company's ability to meet its commitments to customers. Nevertheless,
the Company believes that it has appropriately balanced this risk against
the cost of sustaining a greater number of suppliers. Moreover, the Company
has sought, and will continue to seek, cost reductions in its purchases of
materials and supplies by consolidating its purchases, pursuing alternate
sources of supply and using online bidding competitions among potential
suppliers. Historically, the Company has not experienced any significant
supply problems in its operations; however, there can be no assurance that
this will be the case in the future.
7
BACKLOG
The Company's backlog was approximately $79.2 million at December 31, 2001
as compared to approximately $60.3 million at December 31, 2000. This
increase was due to acquisitions and increased demand of petroleum pump
products partially offset by a decline in demand for compressed air
products. Backlog consists of orders believed to be firm for which a
customer purchase order has been received or communicated and which are
scheduled for shipment within twelve months. Since orders may be rescheduled
or canceled, backlog does not necessarily reflect future sales levels.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Company believes that the success of its business depends more on the
technical competence, creativity and marketing abilities of its employees
than on any individual patent, trademark or copyright. Nevertheless, as part
of its ongoing research, development and manufacturing activities, the
Company has a policy of seeking appropriate patents concerning new products
and product improvements.
In the aggregate, patents and trademarks are of considerable importance to
the manufacturing and marketing of many of the Company's products. However,
the Company does not consider any single patent or trademark, or group of
patents or trademarks, to be material to its business as a whole, except for
the Gardner Denver(R) trademark. Other important trademarks used by Gardner
Denver include DuroFlow(R), Sutorbilt(R), CycloBlower(R), Wittig(R),
Lamson(R), Tamrotor(R), OPI(R), Champion(R), Geoquip(R), Bellis & Morcom(R)
and Hoffman(R). Joy(R) is a registered trademark of Joy Technologies, Inc.
Gardner Denver has the right to use the Joy(R) trademark on aftermarket
parts until November 2027. The Company's right to use this trademark on air
compressors expired in November 1995. Pursuant to trademark license
agreements, Cooper has rights to use the Gardner Denver(R) trademark for
certain power tools and Gardner Denver has rights to use the Ajax(R)
trademark for petroleum pump products. Gardner Denver has registered its
trademarks in the countries where it is deemed necessary.
The Company also relies upon trade secret protection for its confidential
and proprietary information. The Company routinely enters into
confidentiality agreements with its employees. There can be no assurance,
however, that others will not independently obtain similar information and
techniques or otherwise gain access to the Company's trade secrets or that
the Company can effectively protect its trade secrets.
EMPLOYEES
As of February 2002, the Company had approximately 2,000 full-time
employees, of which approximately 700, including most of the employees in
Finland, Germany and the United Kingdom, were represented by labor unions.
The Company believes its current relations with employees are satisfactory.
The Company's five-year labor contract with the union at the Quincy,
Illinois plant expires in May 2002. Management has no reason to believe
that a new agreement will not be finalized prior to the expiration date.
8
ENVIRONMENTAL MATTERS
The Company is subject to numerous federal, state, local and foreign laws
and regulations relating to the storage, handling, emission, disposal and
discharge of materials into the environment. The Company believes that its
existing environmental control procedures are adequate and it has no current
plans for substantial capital expenditures in this area. Gardner Denver has
an environmental policy that confirms its commitment to a clean environment
and to compliance with environmental laws. Gardner Denver has an active
environmental management program aimed at compliance with existing
environmental regulations and developing methods to eliminate or
significantly reduce the generation of pollutants in the manufacturing
processes.
The Company has been identified as a potentially responsible party ("PRP")
with respect to eight sites designated for cleanup under federal "Superfund"
or similar state laws, which impose liability for cleanup of certain waste
sites and for related natural resource damages. Persons potentially liable
for such costs and damages generally include the site owner or operator and
persons that disposed or arranged for the disposal of hazardous substances
found at those sites. Although these laws impose joint and several
liability, in application, the PRPs typically allocate the investigation and
cleanup costs based upon the volume of waste contributed by each PRP. Based
on currently available information, Gardner Denver was only a small
contributor to six of these waste sites and has reached, or is attempting to
negotiate, de minimus settlements for their cleanup. The clean-up of the
remaining two sites is substantially complete and the Company's future
obligations entail a share of the sites' ongoing operating and maintenance
expense.
The Company has an accrued liability on its balance sheet to the extent
costs are known or can be estimated for its remaining financial obligations.
Based upon consideration of currently available information, the Company
does not anticipate any materially adverse effect on its results of
operations, financial condition, liquidity or competitive position as a
result of compliance with federal, state, local or foreign environmental
laws or regulations or cleanup costs relating to the sites discussed above.
ITEM 2. PROPERTIES
As of December 31, 2001, Gardner Denver has twenty manufacturing plants,
three of which are remanufacturing operations, one distribution center,
several warehouses, a packaging operation and numerous sales offices. The
significant facilities are as follows:
Owned
Location Facility Type Sq. Feet or Leased
-------- ------------- -------- ---------
Quincy, Illinois Executive, Administrative 604,000 Owned
and Sales Offices;
Manufacturing - pump and
compressed air products
Sedalia, Missouri Manufacturing - 325,000 Owned
compressor products
Princeton, Illinois Manufacturing - compressed 130,000 Owned
air products
9
Peachtree City, Georgia Administrative and Sales 120,000 Leased
Offices; Manufacturing -
compressed air products
Syracuse, New York Administrative and Sales 120,000 Owned
Offices; Manufacturing -
compressed air products
Memphis, Tennessee Distribution Center 98,000 Owned
and Warehouse
Houston, Texas Manufacturing - pump 61,000 Leased
products
Fishers, Indiana Remanufacturing - 60,000 Leased
compressed air products
Houston, Texas Manufacturing - compressed 57,200 Leased
air products
Baltic, Ohio Manufacturing-compressed 48,000 Owned
air products
Tulsa, Oklahoma Manufacturing - 46,000 Owned
pump products
Fort Worth, Texas Manufacturing - 42,000 Owned
pump products
Mayfield, Kentucky Remanufacturing - compressed 41,200 Owned
air products
Tulsa, Oklahoma Remanufacturing - 24,000 Leased
pump products
Manteca, California Manufacturing - compressed 19,200 Owned
air products
Chicago, Illinois Sales Office and 10,000 Leased
Warehouse
Oklahoma City, Oklahoma Sales Office and 8,000 Owned
Warehouse
Schopfheim, Germany Administrative and Sales 423,000 Owned
Offices; Manufacturing -
compressed air products
Gloucester, United Kingdom Administrative and Sales 196,000 Owned
Offices; Manufacturing -
compressed air products
Tampere, Finland Administrative and Sales 112,500 Leased
Offices; Manufacturing -
compressed air products
Ipswich, United Kingdom Administrative and Sales 10,000 Leased
Offices; Manufacturing -
compressed air products
Toronto, Canada Administrative and Sales 10,000 Leased
Offices; Manufacturing -
Compressed air products
Sao Paulo, Brazil Administrative and Sales 10,000 Leased
Offices
10
Toronto, Canada Administrative and Sales 9,000 Leased
Offices; Manufacturing -
compressed air products
Bezons, France Packaging and Warehouse 6,300 Leased
The Peachtree City, Georgia facility is currently leased from the Fayette
County Development Authority in connection with industrial revenue bond
financing. The Company has an option to purchase the property at a nominal
price when the bonds are repaid in 2018.
The Company leases sales office space in various U.S. locations and foreign
countries, and warehouse space in Singapore and Finland.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings and administrative
actions, all of which are of an ordinary or routine nature, incidental to
the operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of the stockholders.
EXECUTIVE OFFICERS OF REGISTRANT
The executive officers of the Company, their positions with the Company,
business history and certain other information, as of March 10, 2002, are
set forth below. These officers serve at the pleasure of the Board of
Directors.
Name Office Age
---- ------ ---
Ross J. Centanni Chairman, President and Chief Executive Officer 56
Michael Carney Vice President and General Manager, 44
Blower Division
Helen W. Cornell Vice President, Strategic Planning and Operations Support 43
Steven M. Krivacek Vice President, Human Resources 53
Tracy D. Pagliara Vice President, General Counsel and Secretary 39
Philip R. Roth Vice President, Finance and Chief Financial Officer 51
J. Dennis Shull Vice President and General Manager, 53
Compressor Division
Richard C. Steber Vice President and General Manager, 51
Pump Division
Ross J. Centanni, age 56, has been President and Chief Executive Officer and
a director of Gardner Denver since its incorporation in November 1993. He
has been Chairman of Gardner Denver's Board of Directors since November
1998. Prior to Gardner Denver's spin-off from Cooper, he was Vice President
and General Manager of Gardner Denver's predecessor, the Gardner-Denver
Industrial Machinery Division, where he also served as Director of Marketing
11
from August 1985 to June 1990. He has a B.S. degree in industrial technology
and an M.B.A. degree from Louisiana State University. Mr. Centanni is a
director of Esterline Technologies, a publicly held manufacturer of
components for avionics, propulsion and guidance systems, and Denman
Services, Inc., a privately held supplier of medical products. He is also a
member of the Petroleum Equipment Suppliers Association Board of Directors
and the Quincy University Board of Trustees.
Michael S. Carney, age 44, joined the Company as Vice President and General
Manager, Gardner Denver Blower Division in November 2001. Prior to joining
Gardner Denver, Mr. Carney worked for Woods Equipment Company from 1995 to
May 2001. The last position he held with Woods was Vice President,
Construction Business. From 1979 to 1995, Mr. Carney worked for General
Electric Company in various management positions. Mr. Carney has a B.S.M.E.
from the University of Notre Dame, a M.S.E.E. from the University of
Cincinnati, and an M.S.I.A. from Purdue University.
Helen W. Cornell, age 43, has been Vice President, Strategic Planning and
Operations Support of the Company since August 2001. She served as Vice
President, Compressor Operations for the Compressor and Pump Division from
April 2000 until being appointed to her present position. From November 1993
until accepting her operations role, Ms. Cornell held positions of
increasing responsibility as the Corporate Secretary and Treasurer of the
Company, serving in the role of Vice President, Corporate Secretary and
Treasurer from April 1996 until April 2000. She holds a B.S. degree in
accounting from the University of Kentucky and an M.B.A. from Vanderbilt
University. She is a Certified Public Accountant and a Certified Management
Accountant.
Steven M. Krivacek, age 53, has been Vice President, Human Resources for
Gardner Denver since March 1995. He previously served the Company as
Director of Human Resources from 1986 until his promotion. Mr. Krivacek has
a B.A. in economics from California University of Pennsylvania and an M.A.
in industrial relations from St. Francis University.
Tracy D. Pagliara, age 39, has been Vice President, General Counsel and
Secretary of Gardner Denver since August 2000. Prior to joining Gardner
Denver, Mr. Pagliara held positions of increasing responsibility in the
legal departments of Verizon Communications/GTE Corporation from August
1996 to August 2000 and Kellwood Company from May 1993 to August 1996,
ultimately serving in the role of Assistant General Counsel for each company.
Mr. Pagliara, a Certified Public Accountant, has a B.S. degree in accounting
and Juris Doctorate degree from the University of Illinois.
Philip R. Roth, age 51, joined the Company as Vice President, Finance and
Chief Financial Officer in May 1996. Prior to joining Gardner Denver,
Mr. Roth was employed by Emerson Electric Co. for fifteen years, most recently
as the Vice President, Finance and Chief Financial Officer of the Wiegand
Industrial Division. Mr. Roth, a Certified Public Accountant, received his
B.S. degree in Business Administration from the University of Missouri and
an M.B.A. from the Olin School of Business at Washington University.
J. Dennis Shull, age 53, has been Vice President and General Manager,
Gardner Denver Compressor and Pump Division since its organization in August
1997. He previously served the
12
Company as Vice President, Sales and Marketing since the Company's
incorporation in November 1993. From August 1990 until November 1993,
Mr. Shull was the Director of Marketing for the Division. Mr. Shull has a
B.S. degree in business from Northeast Missouri State University and an M.A.
in business from Webster University.
Richard C. Steber, age 51, joined the Company as Vice President and General
Manager of the Gardner Denver Pump Division in January 2002. Prior to his
appointment at Gardner Denver, he was employed by Goulds Pumps, a division
of ITT Industries. Since 1998, Mr. Steber has held the position of President
and General Manager for Goulds Pumps, headquartered in London. Joining
Goulds in 1977, he has previously held positions of Vice President for both
the sales and marketing organizations, with domestic and international
responsibility. Mr. Steber has a B.S. degree in engineering from S.U.N.Y.
College of Environmental Science and Forestry.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under "Stock Information" and "Dividends," contained on
page 36 of Gardner Denver's 2001 Annual Report to Stockholders, is hereby
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information under "Financial History," contained on page 12 of Gardner
Denver's 2001 Annual Report to Stockholders, is hereby incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information under "Management's Discussion and Analysis," contained on
pages 13 through 18 of Gardner Denver's 2001 Annual Report to Stockholders,
is hereby incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under "Management's Discussion and Analysis - Market Risk,"
contained on page 17 of Gardner Denver's 2001 Annual Report to Stockholders,
is hereby incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information under "Report of Independent Public Accountants" and
"Consolidated Financial Statements and Notes," contained on pages 19 through
35 of Gardner Denver's 2001 Annual Report to Stockholders, is hereby
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors contained under "Election
of Directors," "Nominees for Election," and "Directors Whose Terms of Office
Will Continue After the Meeting" contained on pages 5 through 7 of the
Gardner Denver Proxy Statement, dated March 22, 2002, is hereby incorporated
herein by reference. Information concerning the Company's executive officers
is contained in Part I of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information related to executive compensation contained under
"Committees, Compensation and Governance of the Board of Directors" on pages
7 through 9, "Executive Management Compensation" on pages 12 through 14 and
"Employee and Executive Benefit Plans" contained on pages 19 through 20 of
the Gardner Denver Proxy Statement, dated March 22, 2002, is hereby
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under "Security Ownership of Management and Certain
Beneficial Owners" contained on pages 10 through 12 of the Gardner Denver
Proxy Statement, dated March 22, 2002, is hereby incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Annual Report
---------------------------------------------
1. Financial Statements and the related report of independent public
accountants are incorporated by reference to the pages shown below in
Gardner Denver's 2001 Annual Report to Stockholders.
14
Page No.
--------
Report of Independent Public Accountants 19
Consolidated Statement of Operations for Each of
the Three Years in the Period Ended December 31, 2001 20
Consolidated Balance Sheet as of
December 31, 2001 and December 31, 2000 21
Consolidated Statement of Stockholders' Equity for
Each of the Three Years in the Period Ended
December 31, 2001 22
Consolidated Statement of Cash Flows for Each of the
Three Years in the Period Ended December 31, 2001 23
Notes to Consolidated Financial Statements 24-35
The financial statement schedules listed below should be read in
conjunction with the financial statements listed above. Financial statement
schedules not included in this Annual Report on Form 10-K have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes hereto.
2. Schedules
---------
Report of Arthur Andersen LLP S-1
Schedule II - Valuation and Qualifying Accounts S-2
3. Exhibits
--------
3.1 Certificate of Incorporation of Gardner Denver, Inc., as
amended on May 5, 1998, filed as Exhibit 3.1 to Gardner
Denver, Inc.'s Quarterly Report on Form 10-Q, dated
August 13, 1998, and incorporated herein by reference.
3.2 ByLaws of Gardner Denver, Inc., as amended on July 31,
2001, filed as Exhibit 3.2 to Gardner Denver, Inc.'s
Quarterly Report on Form 10-Q, dated August 13, 2001, and
incorporated herein by reference.
4.1 Rights Agreement dated as of January 18, 1995, between
Gardner Denver Machinery Inc. and First Chicago Trust
Company of New York as Rights Agent, filed as Exhibit 4.0
to Gardner Denver Machinery Inc.'s Current Report on
Form 8-K, dated January 18, 1995, (File No. 001-12215)
and incorporated herein by reference.
4.2 Note Purchase Agreement, dated as of September 26, 1996,
filed as Exhibit 4.0
15
to Gardner Denver Machinery Inc.'s Quarterly Report on
Form 10-Q, dated November 14, 1996, and incorporated
herein by reference.
4.2.1 Second Amendment dated August 31, 2001, to the Note
Purchase Agreement dated as of September 26, 1996 filed
as Exhibit 4.2.1 on Form 10-Q, dated November 13, 2001,
and incorporated herein by reference.
10.0+ Amended and Restated Credit Agreement dated March 6,
2002, among Bank One, NA (formerly known as The First
National Bank of Chicago) and the lenders named therein.
10.1* Gardner Denver, Inc. Long-Term Stock Incentive Plan, as
amended and filed as Exhibit 10.1 on Gardner Denver,
Inc's Form 10-K, dated March 22, 2001, and incorporated
herein by reference.
10.2* Gardner Denver Machinery Inc. Supplemental Excess Defined
Benefit Plan filed as Exhibit 10.9 to Gardner Denver
Machinery Inc.'s Registration Statement on Form 10,
effective on March 31, 1994, and incorporated herein by
reference.
10.3* Gardner Denver Machinery Inc. Supplemental Excess Defined
Contribution Plan, filed as Exhibit 10.10 to Gardner
Denver Machinery Inc.'s Registration Statement on
Form 10, effective on March 31, 1994, and incorporated
herein by reference.
10.4* Amended and Restated Form of Indemnification Agreement
entered into between Gardner Denver, Inc. and its
directors, officers or representatives.
10.5* Form of Management Continuity Agreement between Gardner
Denver Machinery Inc. and each of its executive officers,
filed as Exhibit 10.12 to Gardner Denver Machinery Inc.'s
Registration Statement on Form 10, effective on March 31,
1994, and incorporated herein by reference.
10.6* Gardner Denver, Inc. Phantom Stock Plan for Outside
Directors, as amended May 4, 1998 and March 7, 2000, with
an effective date of April 1, 2000, and incorporated
herein by reference.
10.7* Gardner Denver, Inc. Executive Stock Repurchase Program,
as filed as Exhibit
16
10.7 to Gardner Denver, Inc.'s Form 10-K dated March 22,
2001, and incorporated herein by reference.
10.8* Gardner Denver, Inc. Incentive Stock Option Agreement, as
filed as Exhibit 10.8 to Gardner Denver, Inc.'s Form 10-K
dated March 22, 2001, and incorporated herein by
reference.
10.9* Gardner Denver, Inc. Nonstatutory Stock Option Agreement,
as filed as Exhibit 10.9 to Gardner Denver, Inc.'s
Form 10-K dated March 22, 2001, and incorporated herein
by reference.
10.10* Gardner Denver, Inc. Nonemployee Director Stock Option
Agreement, as filed as Exhibit 10.10 to Gardner Denver,
Inc.'s Form 10-K dated March 22, 2001, and incorporated
herein by reference.
10.11* Gardner Denver, Inc. Management Annual Incentive Plan
dated January 2, 2001, filed as Exhibit 10.11 to Gardner
Denver, Inc.'s Quarterly Report on Form 10-Q, dated
May 14, 2001, and incorporated herein by reference.
10.12* Form of Gardner Denver Inc. Long-Term Cash Bonus
Agreement between Gardner Denver, Inc. and executive
bonus award participants.
13.0 The following portions of the Gardner Denver, Inc. 2001
Annual Report to Stockholders.
Page No.
--------
Financial History 12
Management's Discussion and Analysis 13-18
Report of Independent Public Accountants 19
Consolidated Statements of Operations 20
Consolidated Balance Sheets 21
Consolidated Statements of Stockholders' Equity 22
Consolidated Statements of Cash Flows 23
Notes to Consolidated Financial Statements 24-35
Stock Information 36
Dividends 36
17
21.0 Subsidiaries of Gardner Denver, Inc.
23.0 Consent of Arthur Andersen LLP.
24.0 Powers of Attorney from members of the Gardner Denver
Inc. Board of Directors.
99.0 Letter from Gardner Denver, Inc. to the Securities and
Exchange Commission in accordance with Temporary Note 3T.
+ The Registrant hereby agrees to furnish supplementally a copy
of any omitted schedules to this Agreement to the SEC upon
request.
* Indicates management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
-------------------
There were no reports on Form 8-K during the quarter ended December 31,
2001.
18
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GARDNER DENVER, INC.
By /s/Ross J. Centanni
-----------------------------------
Name: Ross J. Centanni
Title: Chairman, President and CEO
Date: March 28, 2002
------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/Ross J. Centanni Chairman, President and CEO March 28, 2002
----------------------------- (Principal Executive Officer)
(Ross J. Centanni) and Director
/s/Philip R. Roth Vice President, Finance and CFO March 28, 2002
----------------------------- (Principal Financial Officer)
(Philip R. Roth)
/s/Daniel C. Rizzo, Jr. Vice President and Corporate March 28, 2002
----------------------------- Controller (Chief Accounting
(Daniel C. Rizzo, Jr.) Officer)
*Donald G. Barger, Jr. Director March 28, 2002
(Donald G. Barger, Jr.)
*Frank J. Hansen Director March 28, 2002
(Frank J. Hansen)
*Raymond R. Hipp Director March 28, 2002
(Raymond R. Hipp)
*Thomas M. McKenna Director March 28, 2002
(Thomas M. McKenna)
*Diane K. Schumacher Director March 28, 2002
(Diane K. Schumacher)
*Richard L. Thompson Director March 28, 2002
(Richard L. Thompson)
*By /s/Tracy D. Pagliara
--------------------
(Tracy D. Pagliara, as Attorney-In-Fact
for each of the persons indicated)
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Gardner Denver, Inc.
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements
included in Gardner Denver, Inc.'s. 2001 Annual Report to Stockholders
incorporated by reference in this Form 10-K, and have issued our report
thereon dated February 6, 2002 (except with respect to the matter discussed
in Note 9, as to which the date is March 6, 2002). Our audit was made for
the purpose of forming an opinion on those statements taken as a whole.
Schedule II included in this Form 10-K is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
St. Louis, Missouri
February 6, 2002
(except with respect to the matter discussed in
Note 9, as to which the date is March 6, 2002)
S-1
20
GARDNER DENVER, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31,
(dollars in thousands)
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING OF COSTS AND OTHER END OF
DESCRIPTION YEAR EXPENSES ACCOUNTS (1) DEDUCTIONS YEAR
----------- ------------ ---------- ------------ ---------- ----------
2001
----
Allowance for doubtful accounts $ 5,169 $ 708 $ 454 $ (1,102) $5,229
2000
----
Allowance for doubtful accounts $ 4,838 $ 635 $ 108 $ (412) $5,169
1999
----
Allowance for doubtful accounts $ 4,371 $ 380 $ 551 $ (464) $4,838
(1) Includes the allowance for doubtful accounts of acquired businesses at
the dates of acquisition and the effect of foreign currency translation
adjustments for those companies whose functional currency is not the
U.S. dollar.
S-2
21
GARDNER DENVER, INC.
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 Certificate of Incorporation of Gardner Denver, Inc., as amended on
May 5, 1998, filed as Exhibit 3.1 to Gardner Denver, Inc.'s
Quarterly Report on Form 10-Q, dated August 13, 1998, and
incorporated herein by reference.
3.2 ByLaws of Gardner Denver, Inc., as amended on May 5, 1998, filed
as Exhibit 3.2 to Gardner Denver, Inc.'s Quarterly Report on
Form 10-Q, dated August 13, 1998, and incorporated herein by
reference.
4.1 Rights Agreement dated as of January 18, 1995, between Gardner
Denver Machinery Inc. and First Chicago Trust Company of New York
as Rights Agent, filed as Exhibit 4.0 to Gardner Denver Machinery
Inc's Current Report on Form 8-K, dated January 18, 1995, (File No.
001-13215) and incorporated herein by reference.
4.2 Note Purchase Agreement, dated as of September 26, 1996, filed as
Exhibit 4.0 to Gardner Denver Machinery Inc.'s Quarterly Report on
Form 10-Q, dated November 14, 1996, and incorporated herein by
reference.
4.2.1 Second Amendment dated August 31, 2001, to the Note Purchase
Agreement dated as of September 26, 1996 filed as Exhibit 4.2.1 on
Form 10-Q, dated November 13, 2001, and incorporated herein by
reference.
10.0+ Amended and Restated Credit Agreement dated March 6, 2002, among
Bank One, NA (formerly known as The First National Bank of Chicago)
and the lenders named therein.
10.1* Gardner Denver, Inc. Long-Term Stock Incentive Plan, as amended and
filed as Exhibit 10.1 to Gardner Denver, Inc.'s Form 10-K dated
March 22, 2001, and incorporated herein by reference.
10.2* Gardner Denver Machinery Inc. Supplemental Excess Defined Benefit
Plan filed as
22
Exhibit 10.9 to Gardner Denver Machinery Inc.'s Registration
Statement on Form 10, effective on March 31, 1994, and incorporated
herein by reference.
10.3* Gardner Denver Machinery Inc. Supplemental Excess Defined
Contribution Plan, filed as Exhibit 10.10 to Gardner Denver
Machinery Inc.'s Registration Statement on Form 10, effective on
March 31, 1994, and incorporated herein by reference.
10.4* Amended and Restated Form of Indemnification Agreement entered
into between Gardner Denver, Inc. and its directors, officers or
representatives.
10.5* Form of Management Continuity Agreement between Gardner Denver
Machinery Inc. and each of its executive officers, filed as Exhibit
10.12 to Gardner Denver Machinery Inc.'s Registration Statement on
Form 10, effective on March 31, 1994, and incorporated herein by
reference.
10.6* Gardner Denver, Inc. Phantom Stock Plan for Outside Directors, as
amended May 4, 1998 and March 7, 2000, with an effective date of
April 1, 2000, and incorporated herein by reference.
10.7* Gardner Denver, Inc. Executive Stock Repurchase Program, filed as
Exhibit 10.7 to Gardner Denver, Inc.'s Form 10-K dated March 22,
2001, and incorporated herein by reference.
10.8* Gardner Denver, Inc. Incentive Stock Option Agreement, filed as
Exhibit 10.8 to Gardner Denver, Inc.'s Form 10-K dated March 22,
2001, and incorporated herein by reference.
10.9* Gardner Denver, Inc. Nonstatutory Stock Option Agreement, filed as
Exhibit 10.9 to Gardner Denver, Inc.'s Form 10-K dated March 22,
2001, and incorporated herein by reference.
10.10* Gardner Denver, Inc. Nonemployee Director Stock Option Agreement,
filed as Exhibit 10.10 to Gardner Denver, Inc.'s Form 10-K dated
March 22, 2001, and incorporated herein by reference.
10.11* Gardner Denver, Inc. Management Annual Incentive Plan dated
January 2, 2001, filed as Exhibit 10.11 to Gardner Denver, Inc.'s
Quarterly Report on Form 10-Q, dated May 14, 2001, and incorporated
herein by reference.
23
10.12* Form of Gardner Denver, Inc. Long-Term Cash Bonus Agreement between
Gardner Denver, Inc. and executive bonus award participants.
13.0 The following portions of the Gardner Denver, Inc. 2001 Annual
Report to Stockholders.
Page No.
--------
Financial History 12
Management's Discussion and Analysis 13-18
Report of Independent Public Accountants 19
Consolidated Statements of Operations 20
Consolidated Balance Sheets 21
Consolidated Statements of Stockholders' Equity 22
Consolidated Statements of Cash Flows 23
Notes to Consolidated Financial Statements 24-35
Stock Information 36
Dividends 36
21.0 Subsidiaries of Gardner Denver, Inc.
23.0 Consent of Arthur Andersen LLP.
24.0 Powers of Attorney from members of the Gardner Denver, Inc. Board
of Directors.
99.0 Letter from Gardner Denver, Inc. to the Securities and Exchange
Commission in accordance with Temporary Note 3T.
+ The Registrant hereby agrees to furnish supplementally a copy of any
omitted schedules to this Agreement to the SEC upon request.
* Indicates management contract or compensatory plan or arrangement.
24