SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COMMERCIAL INTERTECH CORP.
(Name of Registrant as Specified in its Charter)
UNITED DOMINION INDUSTRIES LIMITED
and
OPUS ACQUISITION CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(4) and 0-11.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $500
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Opus Acquisition Corporation and United Dominion
Industries Limited
(4) Date Filed: July 24, 1996
Exhibit (a)(28)
EDITOR:
I appreciated your perspective on Commercial Intertech in
"How We See It" July 21. Indeed, Commercial Intertech has a
long history in the Mahoning Valley, and we share your admira-
tion for its employees and their accomplishments. United
Dominion also has an excellent workforce and a long history
dating to 1882.
We believe the union of Commercial Intertech and United
Dominion, with combined revenues of $2.5 billion, would add
substantial value. It would create a diversified manufacturing
company positioned to grow in good times and strengthened to
withstand inevitable economic downturns. In short, this combi-
nation would benefit Commercial Intertech employees and the
community.
United Dominion's interest in Commercial Intertech is
based on our ability to grow the company rather than to break
it apart. Yet, Commercial Intertech's management and directors
have proposed a hasty restructuring to break up the company to
prevent shareholders from considering our premium offer. We
believe such a plan would adversely change Commercial Intertech
from how your readers know it today.
I understand how this situation creates uncertainty for
Commercial Intertech employees and the citizens and business
leaders in your community. Let me assure you and all of your
readers that, as part of United Dominion, Commercial Intertech
would continue to be a vital and active force in Youngstown.
WILLIAM R. HOLLAND
Charlotte, N.C.
Exhibit (a)(29)
An Important Message
from United Dominion Industries
TO COMMERCIAL INTERTECH SHAREHOLDERS,
EMPLOYEES AND YOUNGSTOWN NEIGHBORS
We understand why employees and Mahoning County residents are
proud of Commercial Intertech and its contribution to the
region over the years. Our offer to buy Commercial Intertech
Corp. for $30 a share -- a 57% premium -- recognizes your com-
pany's business achievements and your key role in its success.
Clearly, the combination of Commercial Intertech and United
Dominion would create a dynamic company with $2.5 billion in
sales and a bright future. United Dominion's market-leader
businesses manufacture engineered products that complement
those of Commercial Intertech. For example:
COMMERCIAL INTERTECH'S HYDRAULICS operation would
become a major supplier to United Dominion's Compac-
tion businesses;
COMMERCIAL INTERTECH'S CUNO, with its strength in
fluid filtration and purification, and United Domin-
ion's Flair (a leader in air purification) would
become a comprehensive filtration business with
global reach; and,
COMMERCIAL INTERTECH'S ASTRON, with its focus in
Europe, and United Dominion's Varco-Pruden (a U.S.
market leader) would become one of the largest manu-
facturers of pre-engineered metal buildings in the
world.
United Dominion's highest priority is to strengthen and grow
our businesses by enhancing their competitiveness in today's
increasingly global and rapidly changing marketplace. We make
the same pledge to ensure the success of Commercial Intertech
as part of United Dominion -- to increase shareholder value and
benefit employees and the Mahoning Valley.
Our record of success demonstrates that United Dominion:
INVESTS in and GROWS the companies we buy;
RETAINS their management and employees;
PROVIDES competitive wages, salaries and benefits;
and<PAGE>
SUPPORTS our local communities and their growth and
development.
Over the past six years, more than a dozen strategic acquisi-
tions have enhanced United Dominion's dynamic growth. Today,
these businesses have more employees in total than when we
bought them. We are also proud of the contributions United
Dominion makes to the communities where they operate.
A combined United Dominion and Commercial Intertech would
unquestionably possess the ability to become a world-class,
world-scale industrial enterprise, benefiting shareholders,
employees and Youngstown.
/s/ William R. Holland
William R. Holland
Chairman and Chief Executive Officer
August 1, 1996
SHAREHOLDERS AND EMPLOYEES:
EXERCISE YOUR RIGHT TO VOTE
Don't let Commercial Intertech's management and
directors spin-off Cuno without giving you the
opportunity to decide whether you would prefer $30
cash for each of your shares.
Employees: You should know that your votes through
the Commercial Intertech employee stock plans are
confidential.
TIME IS SHORT -- PLEASE VOTE YOUR WHITE CARD TODAY!
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE, PLEASE CALL MACKENZIE
PARTNERS, INC., INFORMATION AGENT FOR THE OFFER, AT 1-800-322-
2885. WE ALSO INVITE YOU TO CALL UNITED DOMINION DIRECTLY AT
1-800-956-4509.
(UDI LOGO)
United Dominion Industries Charlotte, North Carolina
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