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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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COMMERCIAL INTERTECH CORP.
(NAME OF SUBJECT COMPANY)
COMMERCIAL INTERTECH CORP.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
201709 10 2
(CUSIP NUMBER OF CLASS SECURITIES)
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GILBERT M. MANCHESTER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
COMMERCIAL INTERTECH CORP.
1775 LOGAN AVENUE
YOUNGSTOWN, OH 44501
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
STUART Z. KATZ, ESQ. HERBERT S. WANDER, ESQ. LEIGH B. TREVOR, ESQ.
FRIED, FRANK, HARRIS, KATTEN MUCHIN & ZAVIS JONES, DAY, REAVIS &
SHRIVER & JACOBSON 525 WEST MONROE STREET-SUITE 1600 POGUE NORTH POINT
ONE NEW YORK PLAZA CHICAGO, ILLINOIS 60661-3693 901 LAKESIDE AVENUE
NEW YORK, NEW YORK 10004 (312) 902-5200 CLEVELAND, OHIO 44114
(212) 859-8000 (216) 586-7247
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9") filed with the
Securities and Exchange Commission (the "SEC") on July 12, 1996 by Commercial
Intertech Corp., an Ohio corporation (the "Company"), relating to the offer by
Opus Acquisition Corporation, a Delaware corporation ("OAC") and an indirect
wholly owned subsidiary of United Dominion Industries Limited, a Canadian
corporation ("United Dominion"), to purchase for cash all outstanding common
shares, par value $1.00 per share (the "Common Shares"), of the Company,
together with the associated preferred share purchase rights (the "Rights"
and, together with the Common Shares, the "Shares"). Capitalized terms used
but not defined herein have the meanings previously set forth in the Schedule
14D-9.
1. Item 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Item 6 is hereby amended and supplemented by adding the following:
The following table lists purchases of Shares by the Company on July 19,
1996, made pursuant to the Repurchase Program. Except as set forth herein or
as previously reported in the Schedule 14D-9, the Company has not effected any
transactions in the Shares during the past 60 days.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PRICE PER
PURCHASED SHARE
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<S> <C>
1,000 29 1/4
25,000 29 1/4
9,000 29 1/4
30,500 29 1/4
4,500 29 1/4
10,000 29 1/4
15,000 29 1/8
5,000 29 1/4
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100,000
</TABLE>
2. Item 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 99.1. Form of letter, dated July 18, 1996, sent by John Gilchrist,
Group Vice President of the Company, to customers of the Company.
2
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Gilbert M. Manchester
By: _________________________________
Name: Gilbert M. Manchester
Title: Vice President and General Counsel
Dated: July 19, 1996
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Form of letter, dated July 18, 1996, sent by John Gilchrist,
Group Vice President of the Company, to customers of the Company.
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4
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EXHIBIT 99.1
[LOGO OF COMMERCIAL INTERTECH APPEARS HERE]
John Gilchrist
Group Vice President
Hydraulic Systems
July 18, 1996
Dear
You may have heard that Canadian-based United Dominion Industries is trying
to take over our Company. Our Board of Directors has voted unanimously to
reject their offers as inadequate and not in the best interests of the Company
and its constituencies, including our customers/distributors.
We wanted to let you know that we are fighting vigorously to maintain our
independence. Our Board reaffirmed the Company's strategic plan and approved
an accelerated initiative to spin off to shareholders 100 percent of our
wholly-owned filtration subsidiary, Cuno, Incorporated. Together these
initiatives are designed to provide a balanced package of long-term and short-
term value that responds to shareholders with different investment objectives
and more accurately reflects the Company's underlying worth.
Please keep in mind that often in these kinds of situations weeks or even
months pass before matters are definitely resolved. In the meantime, our
relationship with you will remain unchanged. We will continue to serve you
exactly as before, adhering to the standards of quality which we believe have
become our hallmark.
Attached is a copy of the press releases we issued July 12, 1996 and July
18, 1996, which include more details. If you have any questions, please call
Bruce Wheatley at (330) 740-8580.
We value our relationship with you. Thank you very much for your ongoing
support.
Sincerely,
/s/ John Gilchrist
