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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
________________________
COMMERCIAL INTERTECH CORP.
(NAME OF SUBJECT COMPANY)
COMMERCIAL INTERTECH CORP.
(NAME OF PERSON(S) FILING STATEMENT)
________________________
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
201709 10 2
(CUSIP NUMBER OF CLASS SECURITIES)
________________________
Gilbert M. Manchester
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:
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<S> <C> <C>
Stuart Z. Katz, Esq. Herbert S. Wander, Esq. Leigh B. Trevor, Esq.
Fried, Frank, Harris Shriver & Jacobson Katten Muchin & Zavis Jones, Day, Reavis & Pogue
One New York Plaza 525 West Monroe Street - Suite 1600 North Point
New York, New York 10004 Chicago, Illinois 60661-3693 901 Lakeside Avenue
(212) 859-8000 (312) 902-5200 Cleveland, Ohio 44114
(216) 586-7247
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission 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, Ltd., 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 set forth in the Schedule 14D-9.
1. ITEM 2. TENDER OFFER OF OAC AND UNITED DOMINION.
Item 2 is hereby amended and supplemented by adding the following:
On July 15, 1996, United Dominion issued a press release announcing that it
had increased the price pursuant to the Offer to $30.00 per Share, net to the
seller in cash, without interest.
2. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented by adding the following:
On July 15, 1996, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 and which is incorporated herein by reference.
On July 12, 1996, Paul J. Powers, the Chairman of the Board and Chief
Executive Officer of the Company, sent a letter to employees of the Company, a
copy of which is attached as Exhibit 99.2 and which is incorporated herein by
reference.
3. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibits:
Exhibit 99.1. Press Release, dated July 15, 1996, issued by the Company.
Exhibit 99.2. Text of Letter, dated July 12, 1996, sent by Paul J. Powers,
the Chairman and Chief Executive Officer of the Company, to the employees of the
Company.
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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.
By: /s/ Gilbert M. Manchester
-----------------------------------
Name: Gilbert M. Manchester
Title: Vice President and General Counsel
Dated: July 15, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit
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Exhibit 99.1 Press Release, dated July 15, 1996, issued by the Company.
Exhibit 99.2 Text of Letter, dated July 12, 1996, sent by Paul J. Powers, the
Chairman and Chief Executive Officer of the Company, to the
employees of the Company.
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EXHIBIT 99.1
Contact:: Bruce C. Wheatley Ruth Pachman/Jim Fingeroth/
Commercial Intertech Andrea Bergofin
330-740-8580 Kekst and Company
212-593-2655
FOR IMMEDIATE RELEASE
COMMERCIAL INTERTECH URGES SHAREHOLDERS TO WAIT FOR BOARD
RECOMMENDATION ON NEW UNITED DOMINION OFFER
Youngstown, Ohio--July 15, 1996--Commercial Intertech Corp. (NYSE:TEC) today
urged shareholders not to make any determination whether to accept or reject
United Dominion Industries, Ltd.'s revised $30 per share tender offer for all
outstanding Commercial Intertech common shares until its Board of Directors
publishes a recommendation with respect to the offer.
Commercial Intertech said its Board will promptly review United Dominion's
revised offer.
Commercial Intertech is a multi-national manufacturer of Hydraulic Systems,
Building Systems and Metal Products, and Fluid Purification. Employing more than
4,000 men and women around the world, the Company has 35 manufacturing
facilities in 10 countries.
# # #
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EXHIBIT 99.2
[LETTERHEAD OF COMMERCIAL INTERTECH CORP.]
July 12, 1996
Dear Fellow Commercial Intertech Employee:
By now you probably know that yesterday afternoon, United Dominion decided to
launch a tender offer to take over our Company.
We were surprised and disappointed that they proceeded in this precipitous way.
In fact, the Chairman and CEO of United Dominion had initiated a telephone call
to me Wednesday. He asked that we keep the lines of communication open. The
commencement of his tender offer, only hours later, is in sharp contrast to this
professed desire and tells you something about the attitude of their management.
Late yesterday, Commercial Intertech's Board met and voted unanimously to
recommend that shareholders reject United Dominion's offer. The Board
determined that United Dominion's offer is inadequate and not in the best
interests of the Company and its constituencies, including you, our employees.
The Board firmly believes that the interests of Commercial Intertech and all its
constituencies would best be served by continuing on our strategic course as an
independent public company. The Board also approved a plan to spin-off 100% of
Cuno to our shareholders, and repurchase some of our shares. Together these
initiatives are designed to enhance shareholder value, both in the near and
long term. We believe this program offers significantly better value for our
shareholders than does the United Dominion offer.
Cuno has achieved strong improvements in its operating performance and
profitability in recent years and is poised to capitalize upon its status as one
of the world's leading filtration companies. Following the spin-off, which is
subject to customary conditions, Cuno will be led by a senior management team,
of which Mark Kachur will be President, Michael Croft will be Senior Vice
President, and I will be Chairman. Cuno will be headquartered in Meriden,
Connecticut. Following the spin-off, shareholders of Commercial Intertech will
hold shares in both Commercial Intertech and Cuno.
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We are very optimistic about the continued strong financial improvement of
Commercial Intertech, including Cuno. Thanks to your hard work and dedication,
we achieved record results in our 1995 fiscal year, as well as the third
straight year of improvement in our performance. We believe the steps we are
announcing today, combined with the continued implementation of our long-term
strategic plan, will best enhance the value of our Company -- for you and our
shareholders.
None of our directors and officers intend to sell shares in connection with the
repurchase program, nor to tender to the United Dominion offer.
We are keenly aware of what this threatened takeover can mean for you and the
communities in which we operate. For example, Commercial Intertech is the
largest remaining public company headquartered in Youngstown. We are concerned
with United Dominion's past treatment of the employees of the companies it has
acquired.
Thank you for your dedication and diligent efforts. As always, remember that
our customers depend upon us. We must continue to serve them as usual with
the commitment and energy they have come to expect.
Your support and help are critical in our efforts to remain independent, which
we believe is the best path to take to protect and enhance the value of your
company.
I will keep you posted as things progress.
Sincerely,
/s/ Paul J. Powers
