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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. 3)
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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
ONE NEW YORK PLAZA CHICAGO, ILLINOIS 60661-3693 NORTH POINT
NEW YORK, NEW YORK 10004 (312) 902-5200 901 LAKESIDE AVENUE
(212) 859-8000 CLEVELAND, OHIO 44114
(216) 586-7247
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This Amendment No. 3 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, 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 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 18,
1996, up to 3:30 p.m. on that date, 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>
30,000 29 1/2
4,500 29 1/2
6,600 29 5/8
35,200 29 5/8
456,700 29 3/4
30,800 29 5/8
2,500 29 5/8
15,700 29 5/8
75,000 29 5/8
98,500 29 5/8
29,400 29 5/8
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784,900
</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. Letter, dated July 18, 1996, sent by Paul J. Powers, the
Chairman and Chief Executive Officer of the Company, to employees 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 18, 1996
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Letter, dated July 18, 1996, sent by Paul J. Powers, the Chairman
and Chief Executive Officer of the Company, to employees of the
Company.
</TABLE>
4
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EXHIBIT 99.1
[LOGO] Commercial Intertech
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Paul J. Powers
Chairman, President and
Chief Executive Officer
July 18, 1996
Dear Fellow Commercial Intertech Employee:
As promised, I want to keep you up to date on events related to United
Dominion's attempt to take over your Company.
Yesterday the Board met to consider United Dominion's revised tender offer
and voted unanimously to recommend that shareholders reject it.
The Board determined that our strategic plan, which includes the spin-off to
shareholders of 100 percent of Cuno and the repurchase of a portion of the
Company's shares, offers greater value to shareholders than United Dominion's
revised offer. The Board also reaffirmed its conclusion that in light of the
Company's future prospects, now is not the time to sell the Company.
One particular point of interest I'd like to point out to you. United
Dominion raised its offer less than two business days after its tender
announcement, confirming that our Board's view of the inadequacy of the bid
has been correct. United Dominion's recent assertions are nothing more than an
attempt to obscure that fact. And United Dominion's rhetoric about sharing
"synergistic opportunities" only camouflages its attempt to acquire a fluid
filtration business at a hydraulics market multiple. The Cuno spin-off will
prevent that exploitation.
I know that a number of you are wondering, and have expressed concern, about
selling the Commercial Intertech shares that you own. The Board feels strongly
that holding your shares is a better alternative than accepting the United
Dominion offer and recommends that you don't sell your shares to United
Dominion.
We also want you to be aware that none of Commercial Intertech's directors
and officers intend to sell shares in connection with the repurchase program,
nor to tender to the revised United Dominion offer.
Finally, United Dominion's chairman, Bill Holland, in an apparent attempt to
be clever, has dubbed United Dominion's takeover vehicle "Opus Acquisition
Corp." Many of you will remember a popular movie that ran last winter starring
Richard Dreyfus, called Mr. Holland's Opus, which told the story of a musician
and teacher who labored in vain for many years and finally had the chance to
hear his symphony played by former students filled with gratitude for his
contribution to their lives. Well, we have one thing to say to that: TRY A
DIFFERENT TUNE, MR. HOLLAND--YOUR OPUS WON'T WORK AT COMMERCIAL INTERTECH!
We are determined to fight for the things we believe -- the value inherent
in Commercial Intertech, our responsibility to the town of Youngstown, and the
welfare of our employees. In that spirit, I thank you for your continued
support and dedication. I will continue to keep you posted as events occur.
Sincerely,
/s/ Paul J. Powers
