COMMERCIAL INTERTECH CORP, PREN14A, 1996-07-12

COMMERCIAL INTERTECH CORP
PREN14A, 1996-07-12
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

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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:

/X/ Preliminary Proxy Statement

/ / Definitive Proxy Statement

/ / 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).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: common
shares, par value $1.00 per share ("Common Shares"), including Common
Shares issuable upon conversion of ESOP Convertible Preferred Stock
Series B, without par value (the "Preferred Shares" and, together with
the Common Shares, the "Shares")

(2) Aggregate number of securities to which transaction applies: 17,397,394
Common Shares, consisting of 15,497,367 outstanding Common Shares,
1,283,976 Common Shares issuable upon conversion of 1,039,657
outstanding Preferred Shares and 617,051 Common Shares reserved for
issuance upon exercise of outstanding options to acquire Common Shares
(less 1,000 Common Shares owned by United Dominion Industries Limited
or any of its affiliates)

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): As provided
by Rule 0-11(c), the filing fee is based upon 1/50th of 1% of $27, the
amount to be paid per Common Share, multiplied by 17,397,394 Common
Shares

(4) Proposed maximum aggregate value of transaction: $469,729,638

(5) Total fee paid: $93,946

/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: $93,946

(2) Form, Schedule or Registration Statement No.: Schedule 14D-1

(3) Filing Party: Opus Acquisition Corporation and United Dominion
Industries Limited

(4) Date Filed: July 12, 1996

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PRELIMINARY MATERIALS DATED JULY 12, 1996
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The information included herein is as it is expected to be when the definitive
solicitation statement is mailed to shareholders of Commercial Intertech
Corp. This solicitation statement will be revised to
reflect actual facts at the time of filing of the
definitive proxy statement.
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SOLICITATION STATEMENT
OF
UNITED DOMINION INDUSTRIES LIMITED
AND
OPUS ACQUISITION CORPORATION
TO CALL A
SPECIAL MEETING OF SHAREHOLDERS
OF
COMMERCIAL INTERTECH CORP.

INTRODUCTION

This Solicitation Statement and the accompanying WHITE Appointment of
Designated Agents ("Agent Designations") are being furnished to holders of
outstanding common shares, par value $1.00 per share ("Common Shares"), and ESOP
Convertible Preferred Shares Series B, without par value ("Preferred Shares"
and, together with the Common Shares, the "Shares"), of Commercial Intertech
Corp., an Ohio corporation (the "Company"), in connection with the solicitation
of Agent Designations from holders of the Shares. As used herein, unless the
context otherwise requires, the term "Common Shares" shall include the
associated Rights (as defined below). The Agent Designations are being solicited
by United Dominion Industries Limited, a Canadian corporation ("Parent"), and
Opus Acquisition Corporation (the "Purchaser"), a Delaware corporation and
indirect wholly owned subsidiary of Parent, to provide for the calling of a
special meeting of shareholders of the Company (the "Special Meeting") for the
purpose of considering and voting on the proposals described below under the
heading "SPECIAL MEETING PROPOSALS" (the "Special Meeting Proposals"). Under the
Ohio Revised Code (the "ORC") and the Code of Regulations of the Company (the
"Company Regulations"), a special meeting of the Company shareholders may be
called by the holders of at least 40% of the outstanding Shares (the "Requisite
Holders"). The principal executive offices of the Company are located at 1775
Logan Avenue, Youngstown, Ohio 44510.

This Solicitation Statement and accompanying WHITE Agent Designation are
first being furnished to Company shareholders on or about July , 1996. Agent
Designations must be delivered to Parent on or before July , 1996, unless such
date is extended by Parent and the Purchaser, in their sole discretion.

THE AGENT DESIGNATIONS WILL NOT CONFER ANY RIGHTS TO VOTE ON MATTERS
BROUGHT BEFORE THE SPECIAL MEETING AND NO PROXIES FOR SUCH VOTES ARE BEING
SOLICITED WITH THIS SOLICITATION STATEMENT. IF THE SPECIAL MEETING IS CALLED,
PARENT AND THE PURCHASER WILL SEND COMPANY SHAREHOLDERS ADDITIONAL PROXY
MATERIALS SOLICITING PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS.

According to the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1996 (the "Company Form 10-Q"), as of June 1, 1996, there were
15,497,367 Common Shares and, as of April 30, 1996, 1,039,657 Preferred Shares
outstanding. Thus, assuming that since the respective dates for which
information is given no additional Shares have been issued (and assuming that no
additional Shares are issued prior to the time that Agent Designations from the
Requisite Holders are delivered to the Company), Agent Designations from the
holders of at least 6,613,810 Shares (excluding the 1,000 shares owned by Parent
and the Purchaser) must be received by Parent and the Purchaser in order to call
the Special Meeting.

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The Preferred Shares are held of record by Mellon Bank N.A., as trustee
(the "Trustee") for the Company's Employee Stock Ownership Plan and Retirement
Stock Ownership and Savings Plan (the "ESOPs"). According to the Company's 1996
Annual Meeting of Shareholders (the "Annual Meeting Proxy Statement"), the
trusts for these plans (the "ESOP Trusts") contain pass-through voting
provisions for the participants of the ESOPs, with Preferred Shares that are
allocated to a participant's account voted by the Trustee as instructed by the
participant and Preferred Shares that either are not allocated to any
participant's account or are allocated but for which no instruction from the
participant has been received by the Trustee voted by the Trustee in the same
proportions as the allocated shares for which instructions were received are
voted. See "VOTING AT THE SPECIAL MEETING" and "CERTAIN LEGAL MATTERS" below.
PARTICIPANTS IN THE ESOPS CAN ONLY EXECUTE AGENT DESIGNATIONS WITH RESPECT TO
SHARES HELD IN THE ESOPS ON THEIR BEHALF BY INSTRUCTING THE TRUSTEE ON THE FORM
THAT WILL BE PROVIDED TO PARTICIPANTS FOR THAT PURPOSE. ESOP PARTICIPANTS CANNOT
EXECUTE AGENT DESIGNATIONS WITH RESPECT TO SHARES ALLOCATED TO THEIR ESOP
ACCOUNT BY EXECUTING THE ACCOMPANYING WHITE AGENT DESIGNATION.

PURPOSE OF THIS SOLICITATION

On July 12, 1996, the Purchaser commenced a tender offer to purchase (the
"Offer") all outstanding Common Shares (including the associated Rights (as
defined below)) for $27 per Common Share net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in an
Offer to Purchase dated July 12, 1996, as the same may be amended from time to
time (the "Offer to Purchase"), and the related Letter of Transmittal (the
"Letter of Transmittal").

The purpose of the Offer and the Proposed Merger (as defined below) is to
enable the Purchaser to acquire control of, and the entire equity interest in,
the Company. The Offer, as the first step in the acquisition of the Company, is
intended to facilitate the acquisition of all outstanding Shares. Parent
intends, following the completion of the Offer, to seek to have the Company
effect a merger or similar business combination with the Purchaser at the same
price per Common Share as the price per Common Share to be paid in the Offer.
(the "Proposed Merger"), subject to the terms and conditions described in the
Offer to Purchase. The Purchaser's ability and willingness to accept Common
Shares tendered to it in the Offer, and to consummate the Proposed Merger, are
subject to certain terms and conditions (described below under "TERMS AND
CONDITIONS OF THE OFFER" and in the Offer to Purchase), certain of which terms
and conditions can only be satisfied in connection with a duly called special or
annual meeting of the Company shareholders.

Pursuant to this Solicitation Statement, Parent and the Purchaser are
soliciting Agent Designations from holders of outstanding Shares to call the
Special Meeting. By executing an Agent Designation, a shareholder will designate
specified persons as his or her agents (each a "Designated Agent") with
authority to take all actions, other than voting the Shares at the Special
Meeting, permitted to be taken by Company shareholders under the ORC in order to
call and convene the Special Meeting. The Special Meeting would be called to
consider and vote upon the Special Meeting Proposals, which will include
resolutions (i) calling upon the Company's incumbent directors to redeem, prior
to their removal as directors, the preferred share purchase rights (the
"Rights") associated with the Common Shares pursuant to the Company's Rights
Agreement, dated as of November 29, 1989, between the Company and The Mahoning
National Bank of Youngstown, as rights agent (the "Rights Agreement"), (ii) to
remove all incumbent directors of the Company, (iii) to amend the Company
Regulations to reduce the size of the Board of Directors from twelve members to
three members and to provide that the directors shall serve as a single class
having the same term of office and shall not be divided into three classes
having staggered terms, (iv) to elect three new directors nominated by Parent
and the Purchaser (the "Parent Nominees") to fill the vacancies resulting from
such removal and reduction of the size of the Board, (v) to amend the Company
Articles to repeal Article SIXTH thereof and (vi) if the acquisition of Common
Shares constituting a majority of the voting power of the outstanding Shares by
the Purchaser has not yet been authorized by the Company's shareholders pursuant
to Section 1701.831 of the ORC (the "Ohio Control Shares Acquisition Law") as
described herein or the Purchaser is not otherwise satisfied, in its sole
discretion, that the Ohio Control Share Acquisition Law is invalid or
inapplicable to the

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acquisition of Common Shares pursuant to the Offer, to amend the Company
Regulations to provide that the Ohio Control Share Acquisition Law shall not
apply to "control share acquisitions" of Shares.

IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF
YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE $27 NET PER COMMON
SHARE IN CASH FOR ALL OF YOUR COMMON SHARES, PARENT AND THE PURCHASER URGE YOU
TO COMPLETE, SIGN AND RETURN YOUR WHITE AGENT DESIGNATION BY , 1996
UNLESS SUCH DATE IS EXTENDED BY PARENT AND THE PURCHASERS IN THEIR SOLE
DISCRETION.

Neither the call of the Special Meeting nor shareholder approval of the
Special Meeting Proposals will require you to tender your Common Shares to the
Purchaser, but the Purchaser may require that the Special Meeting Proposals be
approved at the Special Meeting before it will accept for payment Common Shares
tendered pursuant to the Offer. Tendering Common Shares pursuant to the Offer
will not constitute a vote in favor of the Special Meeting Proposals and will
not, by itself, increase the likelihood of the Offer being consummated. Instead,
in order to support the Offer, you must authorize the call of the Special
Meeting by using the enclosed WHITE Agent Designation and must also vote in
favor of the Purchaser's acquisition of Common Shares in the Offer at the Ohio
Control Share Acquisition Meeting (as defined herein) and in favor of the
Special Meeting Proposals voted upon at the Special Meeting.

THE FAILURE TO EXECUTE AND RETURN THE WHITE AGENT DESIGNATION WILL HAVE THE
SAME EFFECT AS OPPOSING THE CALL OF THE SPECIAL MEETING AND MAY RESULT IN
WITHDRAWAL OF THE OFFER.

Parent intends to continue to seek to negotiate with the Company with
respect to the acquisition of the Company. If such negotiations result in a
definitive merger agreement between the Company and Parent, certain material
terms of the Offer may change and Parent may elect not to proceed with any
solicitation with regard to the Special Meeting. Accordingly, such negotiations
could result in, among other things, termination or amendment of the Offer
and/or submission of a different acquisition proposal to the Company
shareholders for their approval.

A Schedule 14D-1, which includes the Offer to Purchase and was filed by the
Purchaser with the Securities and Exchange Commission (the "Commission") on July
12, 1996, and all amendments thereto may be obtained from the Commission, upon
payment of the Commission's customary charges, by writing to its principal
office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C.
20549. Such material is also available for inspection and copying at the
principal office of the Commission at the address set forth immediately above,
at the Commission's regional offices at Seven World Trade Center, 13th Floor,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. Such material should also
be available on-line through the Commission's EDGAR system.

On July 12, 1996, Parent and the Purchaser delivered to the Company an
"acquiring person statement" pursuant to the Ohio Control Share Acquisition Law
in connection with the Purchaser's proposed acquisition of Common Shares (the
"Proposed Control Share Acquisition") in the Offer. Within ten days of the
receipt of such acquiring person statement, the Ohio Control Share Acquisition
Law requires that the Board of Directors of the Company call a special meeting
of shareholders of the Company for the purpose of voting on the Proposed
Acquisition (the "Ohio Control Share Acquisition Meeting"). On July , 1996,
the Company issued a press release announcing that its Board of Directors had
called the Ohio Control Share Acquisition Meeting to be held on August , 1996.
The solicitation of Agent Designations pursuant to this Solicitation Statement
does not relate to the Ohio Control Share Acquisition Meeting. Parent and the
Purchaser are soliciting proxies under a separate proxy statement to authorize
the Proposed Control Share Acquisition pursuant to the Ohio Control Share
Acquisition Law (the "Ohio Control Share Acquisition Approval").

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EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS

Under the ORC and the Company Regulations, a special meeting of the Company
shareholders may be called by the holders of at least 40% of the Shares at such
time and such place as such Requisite Holders set forth in a written request
delivered to the Chairman, President or Secretary of the Company (the "Written
Request"). The Company Regulations provide that, upon receipt of the Written
Request by an appropriate officer of the Company, it shall be the duty of such
officer to cause notice of the Special Meeting to be given to the Company
shareholders entitled thereto within five business days of receipt of the
Written Request; provided that if such officer fails to cause such notice to be
given within such time period, then the Requisite Holders may give notice of the
Special Meeting to the Company shareholders. Accordingly, following receipt of
Agent Designations from Requisite Holders, the Designated Agents will call the
Special Meeting and thereupon make appropriate delivery, to the President or the
Secretary of the Company, of the Written Request duly requesting such officer
forthwith to cause appropriate notice of the Special Meeting to be given to the
Company shareholders entitled thereto. If notice of the Special Meeting is not
so given within five business days of delivery of the Written Request, the
Designated Agents will cause notice thereof to be given to the Company
shareholders as provided in the Company Regulations.

In the Written Request, the Designated Agents will also request that the
Board of Directors of the Company take action, within such time as is specified
in the Written Request, to fix a record date for the determination of the
Company shareholders who are entitled to receive notice of or to vote at the
Special Meeting (the "Special Meeting Record Date"). If the Board of Directors
of the Company fails or refuses, within such specified time, to fix the Special
Meeting Record Date, then the Designated Agents will fix the Special Meeting
Record Date in compliance with the ORC.

Under the ORC and subject to its provisions, Requisite Holders are entitled
to deliver the Written Request and to take all other actions described herein
and in the ORC in connection with calling the Special Meeting, any adjournment
thereof, fixing the time thereof, causing notice thereof to be given to the
Company shareholders, and causing the Special Meeting Record Date to be fixed.
The Agent Designations grant to the Designated Agents the full rights and
authority of Requisite Holders to take these actions in connection with the
Special Meeting, but THE AGENT DESIGNATIONS WILL NOT GIVE THE DESIGNATED AGENTS
THE RIGHT TO VOTE ANY SHARES AT THE SPECIAL MEETING.

You may revoke your Agent Designation at any time by executing and
delivering a written revocation to Commercial Intertech Corp., 1775 Logan
Avenue, Youngstown, Ohio 44510. Parent and the Purchaser request that you send a
copy of any revocation sent to the Company to United Dominion Industries
Limited, 2300 One First Union Center, Charlotte, North Carolina 28202-6039, c/o
B. Bernard Burns, Jr., Senior Vice President, General Counsel and Secretary. A
revocation may be in any written form, provided that it clearly states that your
Agent Designation is no longer effective. An Agent Designation may also be
revoked by notice given to the Company in an open meeting of the Company
shareholders. Any revocation of an Agent Designation will not affect any action
taken by the Designated Agents pursuant to the Agent Designation prior to such
revocation.

BY AUTHORIZING THE CALL OF THE SPECIAL MEETING, YOU WILL ALLOW THE COMPANY
SHAREHOLDERS TO PROTECT THEIR INTERESTS IN THE COMPANY BY EXPRESSING THEIR VIEWS
ON THE OFFER AND THE PROPOSED MERGER DIRECTLY TO THE COMPANY'S BOARD OF
DIRECTORS.

BY EXECUTING AND RETURNING THE WHITE AGENT DESIGNATION TO PARENT, YOU ARE
NOT COMMITTING TO CAST ANY VOTE IN FAVOR OF OR AGAINST, NOR ARE YOU GRANTING ANY
PROXY TO VOTE ON, ANY MATTER TO BE BROUGHT BEFORE THE SPECIAL MEETING. EXECUTION
AND DELIVERY OF AN AGENT DESIGNATION WILL NOT OBLIGATE YOU IN ANY WAY TO SELL
YOUR COMMON SHARES PURSUANT TO THE OFFER.

A VALIDLY EXECUTED AND UNREVOKED AGENT DESIGNATION AUTHORIZES THE
DESIGNATED AGENTS (1) TO CALL THE SPECIAL MEETING, (2) TO CAUSE THE DATE

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THEREOF TO BE FIXED AND NOTICE THEREOF, OR OF ANY ADJOURNMENT THEREOF, TO BE
GIVEN, (3) TO CAUSE THE SPECIAL MEETING RECORD DATE, OR A RECORD DATE FOR ANY
ADJOURNMENT OF THE SPECIAL MEETING, TO BE FIXED AND (4) TO EXECUTE ALL RIGHTS OF
REQUISITE HOLDERS INCIDENTAL TO CALLING AND CONVENING THE SPECIAL MEETING. TO
VOTE ON THE MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING YOU MUST VOTE BY
PROXY OR IN PERSON AT THE SPECIAL MEETING. TO ACCEPT THE OFFER YOU MUST FOLLOW
THE PROCEDURES SET FORTH IN THE OFFER TO PURCHASE.

The United States District Court for the Southern District of Ohio has held
that under the ORC, Parent and the Purchaser may not set a record date for
solicitation of shareholders to execute Agent Designations. Accordingly, Parent
and the Purchaser are soliciting Agent Designations pursuant to this
Solicitation Statement without a record date, and the Designated Agents will
call the Special Meeting pursuant to Agent Designations executed by persons who
remain shareholders of record on the date of such call. According to the Company
Form 10-Q, as of June 1, 1996, there were 15,497,367 Common Shares and, as of
April 30, 1996, 1,039,657 Preferred Shares outstanding. Accordingly, assuming
that since the respective dates for which information is given no additional
Shares have been issued (and assuming that no additional Shares are issued prior
to the time that Agent Designations from the Requisite Holders are delivered to
the Company), Agent Designations from the holders of at least 6,613,810 Shares
(excluding the 1,000 Shares owned by Parent and the Purchaser) must be received
by Parent and the Purchaser in order to call the Special Meeting.

The tender of Common Shares pursuant to the Offer does not constitute the
grant to Parent or the Purchaser of any rights to execute Agent Designations
with respect to the tendered Common Shares until such time as such Common Shares
are accepted for payment by the Purchaser. ACCORDINGLY, IT IS IMPORTANT THAT YOU
EXECUTE AN AGENT DESIGNATION EVEN IF YOU TENDER YOUR COMMON SHARES PURSUANT TO
THE OFFER.

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can execute an Agent Designation for such
Shares and will do so only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute the WHITE Agent Designation.

ESOP PARTICIPANTS CAN ONLY EXECUTE AGENT DESIGNATIONS WITH RESPECT TO
SHARES HELD IN THE ESOPS ON THEIR BEHALF BY INSTRUCTING THE ESOP TRUSTEE ON THE
FORM THAT WILL BE PROVIDED TO PARTICIPANTS FOR THAT PURPOSE. ESOP PARTICIPANTS
CANNOT EXECUTE AGENT DESIGNATIONS WITH RESPECT TO SHARES ALLOCATED TO THEIR ESOP
ACCOUNTS BY EXECUTING THE ACCOMPANYING WHITE AGENT DESIGNATION.

If the Purchaser should terminate, or materially amend the terms of, the
Offer prior to the delivery of the Written Request to the appropriate Company,
Parent or the Purchaser will disseminate such information regarding such changes
to the Company's shareholders and, in appropriate circumstances, will provide
the Company shareholders with a reasonable opportunity to revoke their Agent
Designations prior to the date when the Written Request is delivered to the
Company's officer.

SPECIAL MEETING PROPOSALS

RESOLUTION CALLING FOR REDEMPTION OF RIGHTS

At the Special Meeting, Parent intends to propose a resolution calling on
the Company's incumbent directors to redeem the Rights prior to the time such
directors are removed from office. This resolution, if adopted by the
shareholders of the Company, will not be binding on the Board of Directors. In
the event the Board of Directors fails to redeem the Rights or to take other
action under the Rights Agreement to render the Rights inapplicable to the Offer
and the Proposed Merger, as explained below, the Purchaser may be unable or
unwilling to purchase Common Shares in the Offer and/or to consummate the
Proposed Merger, or the purchase of Common Shares in the Offer and the
consummation of the Proposed Merger may, due to the 180-day Restrictions
described below, be delayed by 180 days from the time nominees of Parent are
elected as directors of the Company.

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According to the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995 (the "1995 10-K") and the Company's Registration
Statement on Form 8-A dated November 30, 1989 (the "Form 8-A"), in November 1989
the Company adopted the Rights Agreement and declared a dividend of one Right
for each outstanding Common Share. The 1995 10-K states that each Right entitles
the registered holder thereof to purchase one one-hundredth of a Series A
Participating Preferred Share at a purchase price of $75, subject to adjustment,
and that the Rights will become operative in the event that certain events
occur. A more detailed description of the Rights is contained in the Offer to
Purchase.

According to the Form 8-A, the Rights Agreement provides that, until the
close of business on the Distribution Date (as defined below), the Rights will
be evidenced by the certificates for Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares will also constitute the surrender for
transfer of the Rights associated with the Common Shares represented by such
certificates. The Rights Agreement further provides that, as soon as practicable
following the Distribution Date, separate certificates representing the Rights
are to be mailed by the Company or the rights agent to holders of record of
Common Shares as of the close of business on the Distribution Date. The Rights
will separate from the Common Shares and a "Distribution Date" for the Rights
will occur upon the earlier to occur of (i) a public announcement that, without
the prior approval of the Company, a person or group of affiliated or associated
persons has acquired, or obtained the right to acquire, beneficial ownership of
securities having 20% or more of the voting power of all outstanding voting
securities of the Company (an "Acquiring Person") or (ii) ten business days
(unless such date is extended by the Company's Board of Directors) following the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group of related
persons becoming an Acquiring Person.

Based on publicly available information, Parent and the Purchaser believe
that, as of the date hereof, the Rights are not exercisable, certificates for
Rights have not been issued and the Rights are evidenced by the certificates for
Common Shares. Parent and the Purchaser believe that, as a result of the
Purchaser's commencement of the Offer on July 12, 1996, the Distribution Date
may occur as early as July 26, 1996, unless prior to such date the Company's
Board of Directors defers the Distribution Date, redeems the Rights or amends
the Rights Agreement to make the Rights inapplicable to the Offer and the
Proposed Merger. Based on the Form 8-A, Parent and the Purchaser expect that
each of them would become Acquiring Persons in the event the Purchaser were to
purchase Common Shares representing 20% or more of the voting power of the
Company's outstanding voting securities in the Offer.

According to the Form 8-A, the Rights Agreement provides that, at any time
prior to the close of business on the earlier of (a) the date that an Acquiring
Person becomes such and (b) November 29, 1999, the Board of Directors of the
Company may redeem (except as provided in the Rights Agreement) the Rights in
whole, but not in part, at a price of $.01 per Right.

According to the Form 8-A, the Rights Agreement further provides that, in
the event that a majority of the Board of Directors of the Company is comprised
of (i) persons elected at a meeting of stockholders or by stockholder action by
written consent who were not nominated by the Board of Directors in office
immediately prior to such meeting or action by written consent and/or (ii)
successors of such persons elected to the Company's Board of Directors for the
purpose of either facilitating a transaction with an Interested Person (as
defined therein) or circumventing directly or indirectly the provisions of the
Rights Agreement, then for a period of 180 days following the effectiveness of
such action (a) the Rights may not be redeemed if such redemption is reasonably
likely to have the purpose of facilitating a transaction with an Interested
Person or if during such 180-day period the Company enters into any agreement
reasonably likely to facilitate a transaction with an Interested Person and the
redemption is reasonably likely to facilitate such a transaction, (b) the Rights
Agreement may not be amended or supplemented in any manner reasonably likely to
have the purpose or effect of facilitating certain business combination
transactions with an Interested Person or (c) the Company may not exclude from
the definition of an Acquiring Person any Interested Person who acquires 20% or
more of the outstanding Common Stock or deem any offer by an Interested Person
to be a Permitted Offer (as defined therein) (the "180-Day Restrictions").
Accordingly, the Purchaser may be unable or unwilling to purchase Common Shares
in the Offer, and Parent and the Purchaser may be unable or unwilling

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to consummate the Proposed Merger for a period of 180 days following the
election of the Parent Nominees to the Company's Board of Directors unless the
persons constituting the current Board of Directors of the Company redeem the
Rights (or amend the Rights Agreement or take other action under the Rights Plan
to make the Rights and/or the 180-Day Restrictions inapplicable to the Offer and
the Proposed Merger). This 180-day waiting period would take effect even if the
persons constituting the current Board of Directors of the Company were removed,
and the new board of directors consisting of the Parent Nominees (the "New
Board") were elected, at the Special Meeting and the New Board thereafter voted
to redeem the Rights.

Parent and the Purchaser believe that under the circumstances of the Offer,
and under applicable law, the Company's Board of Directors has a fiduciary
obligation to redeem the Rights (or to amend the Rights Agreement to make the
Rights and the 180-Day Restrictions inapplicable to the Offer and the Proposed
Merger), and Parent and the Purchaser have requested that the Company's Board of
Directors do so.

Parent and the Purchaser commenced litigation against the Company and its
directors on July 11, 1996 in The United States District Court for the Southern
District of Ohio, Eastern Division (the "Ohio Federal District Court), seeking,
among other things, an order requiring the Board of Directors of the Company to
redeem the Rights. See "CERTAIN LEGAL MATTERS" below.

REMOVAL OF CURRENT DIRECTORS AND ELECTION OF NEW DIRECTORS

At the Special Meeting, the Purchaser intends to propose that all incumbent
directors of the Company be removed from office and that the size of the Board
of Directors be reduced from twelve to three members. The persons appointed by
the proxies to be solicited by Parent and the Purchaser for the Special Meeting
would vote the Shares represented by such proxies in favor of the proposals to
remove all of the incumbent directors of the Company and, as described below, to
amend the Company Regulations to reduce the size of the Board of Directors from
twelve to three members (and, in connection with such reduction in size, to
provide that the directors shall serve as a single class with the same term of
office).

Removal of all incumbent directors requires the affirmative vote of a
majority of the total voting power of the outstanding Shares. For a description
of litigation brought by Parent and the Purchaser relating to the relative
voting power of the Shares, see "VOTING AT THE SPECIAL MEETING" below.

The Purchaser also intends to propose that the Parent Nominees be elected
as directors of the Company to fill all of the vacancies created by the removal
of the incumbent directors and the reduction of the size of the Board, each to
hold office until a successor has been elected and qualified or until death,
resignation or removal. Company shareholders will be provided with information
concerning the Parent Nominees in the proxy statement relating to the Special
Meeting which will be forwarded to Company shareholders prior to the Special
Meeting.

The laws of the State of Ohio, under which the Company is organized,
provide for cumulative voting for the election of directors if any shareholder
gives notice in writing to the President, a Vice President or the Secretary of
the Company, not less than 48 hours (unless notice of the meeting has not been
given at least 10 days before the date fixed for the meeting, in which case 24
hours) before the time fixed for holding the meeting that such shareholder
desires that the voting for the election of directors shall be cumulative,
provided that announcement of the giving of such notice is made upon the
convening of the meeting by the Chairman or the Secretary of the Company or by
or on behalf of such shareholder. Each shareholder shall then have the right to
vote his or her Shares cumulatively at the election; that is, each shareholder
shall be entitled to cast a number of votes as shall equal the number of votes
represented by such shareholder's Shares on the Special Meeting Record Date
multiplied by the number of directors to be elected. A shareholder may cast all
such cumulative votes for a single nominee or may allocate them among as many
nominees as that shareholder sees fit.

THE PARENT NOMINEES WILL SEEK, SUBJECT TO THEIR FIDUCIARY DUTIES, TO GIVE
ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT THE OFFER. ACCORDINGLY, THE EXECUTION
OF AN AGENT DESIGNATION WILL FACILITATE THE OPPORTUNITY

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<PAGE> 9

FOR SHAREHOLDERS TO CONSIDER AND VOTE FOR THE PARENT NOMINEES AND WILL ENHANCE
YOUR CHANCES OF BEING ABLE TO TAKE ADVANTAGE OF THE OFFER.

AMENDMENTS OF THE COMPANY REGULATIONS

The Purchaser intends to propose at the Special Meeting a resolution to
amend Article II of the Company Regulations by replacing Sections 1 and 2 in
their entirety with the following language:

"SECTION 1. NUMBER. Until changed in accordance with the provisions
of Section 2 hereof, the board of directors of the corporation shall
consist of three (3) directors.

"SECTION 2. ELECTION AND TERM. Each director shall hold office until
the next annual meeting of shareholders and until his or her successor is
elected, or until his or her earlier resignation, removal from office, or
death. The election of directors shall, if the number of persons nominated
shall be greater than the number of directorships to be filled, be by
ballot.

"The number of directors may be increased or decreased (subject to the
condition that in no event shall the number of directors be less than three
(3)), by resolution adopted by shareholders entitled to exercise a majority
of the voting power on such proposal present in person or by proxy at any
annual meeting or at any special meeting called for that purpose, provided
that no decrease in the number of directors shall of itself have the effect
of shortening the term of any incumbent director.

"The board of directors may adopt such further regulations governing
the elections of directors, not inconsistent with the foregoing, as shall
to the board seem proper and expedient."

In addition, the Purchaser intends, if the Ohio Control Share Acquisition
Approval has not been obtained or the Purchaser has not otherwise been
satisfied, in its sole discretion, that the Ohio Control Share Acquisition Law
is invalid or inapplicable to the acquisition of Common Shares pursuant to the
Offer by the date of the Special Meeting, to propose at the Special Meeting a
resolution to amend the Company Regulations by adding the following Article XI
to the Company Regulations:

"ARTICLE XI

"CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE

"Section 1701.831 of the Ohio Revised Code does not apply to 'control
share acquisitions' (as such term is defined in division (Z)(1) of Section
1701.01 of the Ohio Revised Code) of shares of the corporation."

The Company Regulations require the affirmative vote of a majority of the
total voting power of the outstanding Shares to approve these amendments to the
Company Regulations. For a description of litigation brought by Parent and the
Purchaser relating to the relative voting power of the Shares, see "VOTING AT
THE SPECIAL MEETING" below.

AMENDMENT OF THE COMPANY ARTICLES

Article SIXTH of the Company Articles ("Article SIXTH") provides that the
affirmative vote of holders of 95% of all shares of stock of the Company
entitled to vote in the election of directors shall be required to authorize a
business combination (as defined in the Company Articles) with any entity that,
directly or indirectly, beneficially owns 30% or more of the Shares as of the
record date for the meeting of shareholders at which such authorization is
sought unless the consideration to be offered to holders of the outstanding
Shares complies with certain "fair price" requirement provisions (the "Article
SIXTH Requirements"). Consequently, to ensure that all of the conditions to
Parent's and the Purchaser's ability and willingness to consummate the Offer and
the Proposed Merger have been or will be satisfied, Parent proposes that the
Company Articles be amended to repeal Article SIXTH in its entirety.

Article SIXTH may be amended or repealed only by the affirmative vote of
95% of all shares of stock of the Company entitled to vote in the election of
directors, or by the affirmative vote of at least two-thirds of the

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<PAGE> 10

outstanding Shares upon the unanimous recommendation of the Board of Directors
provided that all of the directors qualify as "continuing directors" at the time
such recommendation is made. "Continuing director" is defined to include
directors holding office prior to the time that any entity proposing a business
combination has acquired 10% or more of the outstanding stock of the Company.
Because the Special Meeting will occur prior to the time the Purchaser purchases
Common Shares in the Offer, the Parent Nominees, if elected at the Special
Meeting, will qualify as "continuing directors" for purposes of Article SIXTH.

Parent and the Purchaser have requested that the Company's Board of
Directors unanimously recommend to the Company shareholders that Article SIXTH
be repealed or otherwise amended such that its provisions are inapplicable to
the Proposed Merger. There can be no assurance that the Board of Directors will
do so. In the event that the Company's Board of Directors fails to do so prior
to the intended date of the consummation of the Offer, the Purchaser expects the
Parent Nominees, if all of such persons are elected at the Special Meeting, and
subject to their fiduciary duties, to take such appropriate action as shall
result in a unanimous recommendation by the Board of Directors to the Company
shareholders that Article SIXTH be repealed. In the event such recommendation is
made, pursuant to Article SIXTH and the ORC, the affirmative vote of holders of
two-thirds of the voting power of the total number of outstanding Shares shall
be sufficient to approve the proposal to repeal Article SIXTH.

ADJOURNMENT OF MEETING AND OTHER MATTERS

Parent and the Purchaser also anticipate requesting, in the proxy
solicitation relating to the Special Meeting, authority to initiate and vote for
a proposal to adjourn the Special Meeting for any reason, including to allow the
solicitation of additional votes, if necessary, to approve the Special Meeting
Proposals. Neither Parent nor the Purchaser currently anticipates additional
Special Meeting Proposals on any substantive matters. However, Parent and the
Purchaser may elect to cause additional Special Meeting Proposals to be
identified in the notice of, and in the proxy materials for, the Special
Meeting.

IF PARENT AND THE PURCHASER DO NOT OBTAIN SUFFICIENT AGENT DESIGNATIONS TO
CALL THE SPECIAL MEETING AND IF THE SPECIAL MEETING PROPOSALS ARE NOT APPROVED
BY THE COMPANY SHAREHOLDERS, IT IS LESS LIKELY THAT CERTAIN CONDITIONS TO THE
OFFER WILL BE SATISFIED AND THAT COMMON SHARES WILL BE ACCEPTED FOR PAYMENT
PURSUANT TO THE OFFER. IN SUCH EVENT, PARENT AND THE PURCHASER MAY EITHER (1)
TERMINATE THE OFFER OR (2) CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF
THE CONDITIONS TO THE OFFER THROUGH NEGOTIATION, LITIGATION AND OTHER MEANS. SEE
"TERMS AND CONDITIONS OF THE OFFER" AND "CERTAIN LEGAL MATTERS" BELOW.

VOTING AT THE SPECIAL MEETING

According to the Annual Meeting Proxy Statement, at the Special Meeting,
the Common Shares and the Preferred Shares vote together as a single class, with
each Common Share entitled to one vote and each Preferred Share entitled to one
and one-half votes. The Company's Amended Articles of Incorporation (the
"Company Articles"), however, provide that the Preferred Shares are entitled to
only one vote per share. Parent and the Purchaser believe that in any
shareholder vote in which the Common Shares and Preferred Shares vote together
as a single class the Preferred Shares are not entitled to one and one-half
votes per Preferred Share, and Parent and the Purchaser commenced an action
against the Company and its directors on July 11, 1996 in Ohio Federal District
Court, seeking, among other things, a declaratory judgment that the Preferred
Shares are entitled to only one vote per share and an injunction against the
recognition of any altered or increased voting rights for the Preferred Shares.
See "CERTAIN LEGAL MATTERS" below.

As described above in the "INTRODUCTION," the ESOP Trusts contain certain
pass-through voting provisions. Parent and the Purchaser believe that,
notwithstanding the express terms of the trust documents, the Trustee has a
fiduciary duty under the Employee Retirement Income Security Act of 1974
("ERISA") to exercise its discretion with respect to voting Shares held in the
ESOP which are allocated to a participant's account but for which no
instructions are received by it and for all Shares held in the ESOP which are
not

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<PAGE> 11

allocated to a participant's account. Parent and the Purchaser also believe that
the indemnification provisions in favor of the Trustee contained in the ESOP
trust documents, which provide full indemnification for the Trustee only for
actions taken upon the written direction of the participants and in accordance
with the terms of the ESOP, violate ERISA. The United States Department of Labor
(the "DOL") has successfully advanced similar positions in a federal district
court case, which is currently on appeal, arising out of a tender offer in which
the target company's employee stock ownership plan provided that tendering
decisions were to be passed-through to participants with respect both to
allocated and unallocated shares, and that a failure to direct by a participant
should be interpreted by the trustee as an instruction not to tender. The court
in Reich v. NationsBank of Georgia, N.A. concluded that it is not appropriate
for participants in an employee stock ownership plan to make tendering decisions
with respect to unallocated shares (due to "an inherent conflict of interest").
The court also stated that "when a trustee receives no affirmative direction
regarding allocated shares, the trustee must take exclusive responsibility for
decisions regarding these shares." (Moreover, the DOL has taken the position
that, under the fiduciary requirements of ERISA, an ESOP trustee must override
participant instructions if following them would be imprudent.) In Martin v.
NationsBank of Georgia, N.A., an earlier opinion in the same federal district
court proceeding, the court granted partial summary judgment to the DOL on its
claim that indemnification rights in favor of a trustee of an employee stock
ownership plan that differed depending on whether or not the trustee followed
participant voting and tendering instructions violated ERISA. The court stated
that the indemnification agreement, which created "a financial incentive for the
trustee to breach its fiduciary obligations under ERISA," compromised the
trustee's independent judgment and thus violated ERISA.

BACKGROUND OF THE PROPOSED ACQUISITION

Parent continuously seeks to strengthen its business segments by adding new
products, including through acquisitions, particularly of manufacturing
businesses producing proprietary engineered products. The Company's planning and
development department has for several years included the Company among a number
of companies that it follows as potential combination prospects. Also, beginning
in late 1995, Parent, based on public information and with the assistance of
Schroder Wertheim, began analyzing the potential attractiveness of a possible
acquisition of the Company. Based on this analysis, senior management of Parent
determined to contact the Company to assess its receptiveness to a potential
combination of the Company and Parent.

On May 10, 1996, Mr. William R. Holland, Chairman and Chief Executive
Officer of Parent, met with Mr. Paul J. Powers, Chairman, President and Chief
Executive Officer of the Company, at Mr. Holland's request. At that meeting, Mr.
Holland discussed the benefits of a combination of Parent and the Company and
proposed a transaction in which Parent would acquire all of the Shares at a
price of $24.00 per Common Share. Mr. Powers responded that he was not
interested in considering a transaction between the Company and Parent.

Thereafter, on or about June 17, 1996, a representative of Schroder
Wertheim received a telephone call from a representative of the Company stating
that the Company was considering an initial public offering of 20% of the Common
stock of Cuno Incorporated, a wholly-owned subsidiary of the Company ("Cuno").
The Company representative asked if Schroder Wertheim was interested in learning
further about Cuno and potentially participating as a co-manager in such an
offering. The representative of Schroder Wertheim replied that Schroder Wertheim
had no such interest.

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<PAGE> 12

On June 27, Mr. Holland sent the following letter to Mr. Powers:

Mr. Paul J. Powers
Chairman, President and
Chief Executive Officer
Commercial Intertech Corporation
1775 Logan Avenue
Youngstown, OH 44505

Dear Paul:

I enjoyed our meeting on May 10 and appreciated your time and
hospitality. I have been pondering the situation since then and would
certainly like to see our discussions proceed further. I was disappointed
that you did not share my desire to move forward. I am convinced that the
combination of our two companies would make an extremely strong industrial
enterprise.

Accordingly, United Dominion Industries is offering to acquire
Commercial Intertech pursuant to a negotiated merger transaction in which
your shareholders would receive $27.00 per share in cash for all common
shares of Commercial Intertech, or approximately $500 million in total
consideration, including assumption of debt. This price represents
approximately a 40% premium to Commercial Intertech's current share price.
Given United Dominion's strong financial condition, the proposed
transaction would not be subject to a financing condition and we do not
anticipate any anti-trust problems.

We believe that this is a full and fair price that presents an
attractive opportunity for the shareholders of Commercial Intertech. We
obviously would honor outstanding commitments to your employees and would
be pleased to discuss in depth how our companies could best be combined.

As you know, United Dominion does about $2 billion in sales--all in
manufacturing--and earned $77.3 million in 1995. We have a balance sheet
that is about 25% leveraged and have significant financial resources
available to us. We have enjoyed an excellent record of growth the last
five years and have returned, over that time, about a 24% compounded annual
return to our shareholders.

Some of the features of the combined company would be:

- Astron and Varco-Pruden would create one of the largest and strongest
metal building companies in the world, with sales of approximately $450
million, capturing the benefits of geographical reach and substantial
synergies;

- Cuno and Flair would, in our judgment, likewise create significant
synergies. This combination would create an operation doing approximately
$450 million in sales, making it one of the largest filtration businesses
in the world; and

- Our compaction operations (Bomag and Hypac) use approximately $50 million
a year in hydraulics. I would expect that these units would become a
significant customer of your hydraulics operation.

In short, Paul, we believe that the combination of United Dominion and
Commercial Intertech (with sales exceeding $2.5 billion) would produce a
strong company with a bright future.

As our preference is to consummate a negotiated transaction, we would
be pleased to advance our discussions at the earliest practicable time
after you have had an opportunity to discuss this offer with your
directors.

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<PAGE> 13

We are experienced in acquiring manufacturing companies and, with our
advisors, we can bring the transaction to a speedy conclusion.

Sincerely,

W.R. Holland

WRH/es

cc: Board of Directors
Commercial Intertech

Also on June 27, 1996, Parent issued a press release announcing its
delivery of the above letter and setting forth the full text thereof. Shortly
before the issuance of Parent's announcement on June 27, 1996, Mr. Holland
telephoned Mr. Powers to apprise him of the announcement. However, Mr. Powers
was unavailable and did not return the telephone call.

On June 30, 1996, the Company issued the following press release:

FOR IMMEDIATE RELEASE
COMMERCIAL INTERTECH RESPONDS TO
UNITED DOMINION UNSOLICITED TAKEOVER BID

Youngstown, Ohio: June 30, 1996--Commercial Intertech Corp. (NYSE:
TEC) said today that the proposal received on June 27, 1996 from
Canadian-based United Dominion Industries, Ltd. to acquire the Company was
unsolicited, that it represents a unilateral effort by United Dominion and,
contrary to the suggestion in United Dominion's letter, did not arise out
of any negotiations between the companies.

The Board of Directors of Commercial Intertech, at an initial meeting
on June 29, 1996, reaffirmed the Company's long-standing objective of
creating shareholder value as an independent public company and noted that
the Company achieved record financial performance in fiscal 1995. The Board
also indicated that it will review the United Dominion proposal in
consultation with its legal and investment advisers.

As part of its ongoing strategic plans to enhance shareholder value,
the Company is preparing a public offering of up to 20% of the stock of
Cuno Incorporated, its wholly-owned filtration subsidiary. In that
connection, Mr. Paul J. Powers, Chairman of Commercial Intertech Corp.,
noted that Schroder Wertheim, United Dominion's financial adviser, had been
aware of the confidentially-proposed Cuno stock offering, having been
offered the opportunity of participating as co-manager within the last two
weeks.

Also, as part of its strategic plan, on June 28, Commercial Intertech
acquired Component Engineering Company, a manufacturer of cartridge-type
hydraulic valves based in Chanhassen, Minnesota.

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.

On July 3, 1996, Parent acquired 1,000 Common Shares at a price of $27.00
per share in cash on the open market on the NYSE (500 of which were later
contributed to the Purchaser).

On July 10, 1996, at the suggestion of a financial advisor to the Company,
Mr. Holland placed a call to Mr. Powers, which call Mr. Powers returned later
that day. During the call, Mr. Holland indicated to Mr. Powers that he hoped the
call could be productive and that the two could get together once again to
discuss a possible transaction. Mr. Powers replied that the Company would have
no response to Parent's proposal until the Company's Board met and, therefore,
there was no reason to have a meeting. He did not indicate when the meeting of
the Company's Board would be held.

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<PAGE> 14

On July 11, 1996, the Board of Directors of Parent approved the
commencement of the Offer and Parent announced that it would be commencing the
Offer. In addition, Parent also said that it intends to acquire in the Proposed
Merger any Common Shares not purchased in the Offer.

TERMS AND CONDITIONS OF THE OFFER

As described above, on July 12, 1996, the Purchaser commenced the Offer at
a purchase price of $27 per Common Share net to the seller in cash. As stated in
the Offer to Purchase, the purpose of the Offer and the Proposed Merger is to
enable the Purchaser to acquire control of, and the entire equity interest in,
the Company. The Offer, as the first step in the acquisition of the Company, is
intended to facilitate the acquisition of all outstanding Shares. Parent intends
to continue to seek to negotiate with the Company with respect to the
acquisition of the Company by Parent. Parent currently intends, as soon as
practicable following consummation of the Offer, to seek to have the Company
consummate the Proposed Merger.

The Offer is conditioned, among other things, upon the following:

(1) The Minimum Condition. There must be validly tendered a number of
Common Shares which, when added to the Common Shares beneficially owned by the
Parent and its affiliates, constitutes at least two-thirds of the total voting
power of all Shares outstanding on a fully diluted basis on the date of
purchase. As of the date hereof, Parent and the Purchaser each own 500 Common
Shares and no Preferred Shares.

According to the Company Form 10-Q, as of June 1, 1996, there were
15,497,367 Common Shares and, as of April 30, 1996, 1,039,657 Preferred Shares
outstanding. According to the 1995 10-K, there were 1,818,600 Common Shares
reserved for issuance under the Company stock plans (with 617,051 options
outstanding as of October 31, 1995) and 1,301,082 Common Shares reserved for
issuance upon conversion of the Preferred Shares. The 1995 10-K states that each
Preferred Share is convertible into 1.235 Common Shares (for a total of
1,283,976 Common Shares issuable upon conversion of all Preferred Shares) and is
entitled to one and one-half votes. The Articles, however, provide that each
Preferred Share is entitled to one vote. See "VOTING AT THE SPECIAL MEETING"
above.

Based on the foregoing, assuming exercise of all options and assuming that
no additional Shares or options were issued or granted since the respective
dates for which information has been provided, there would be 17,398,394 Common
Shares outstanding on a fully diluted basis entitled to 17,673,904 votes
(assuming each Preferred Share is entitled to one and one-half votes). Parent
owns 1,000 Common Shares beneficially, 500 of which are held of record by Parent
and 500 of which are held of record by the Purchaser. Thus, based on the
foregoing assumptions, the valid tender of 11,781,603 Common Shares would
satisfy the Minimum Condition. However, the actual number of Common Shares
required will depend upon the facts as they exist on the date of purchase.

(2) The Control Share Condition. The Ohio Control Share Acquisition
Approval shall have been obtained from the Company shareholders or the Purchaser
shall be satisfied, in its sole discretion, that the Ohio Control Share
Acquisition Law is invalid or inapplicable to the Proposed Control Share
Acquisition.

(3) The Business Combination Condition. The Purchaser must be satisfied,
in its sole discretion, that the restrictions contained in Chapter 1704 of the
ORC (the "Ohio Business Combination Law") will not apply to the acquisition of
Common Shares pursuant to the Offer or to the Proposed Merger.

The Ohio Business Combination Law provides that if a purchaser acquires
control of 10% or more of the total voting power of the Company in the election
of directors (thereby becoming an "interested shareholder"), the Company may not
engage in a "business combination" (defined to include a variety of
transactions, including mergers such as the Proposed Merger) with the purchaser
or any affiliate of the purchaser for three years after the purchaser becomes an
interested shareholder, and the Ohio Business Combination Law imposes
significant restrictions on such transactions thereafter. The three-year
prohibition would not apply to the Proposed Merger if, among other things, the
Company's Board of Directors adopts a resolution approving the Proposed Merger,
provided that such resolution is adopted prior to the date that the Purchaser
becomes an interested shareholder (as defined in the Ohio Business Combination
Law).

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<PAGE> 15

Parent and the Purchaser have requested that the Company's Board of
Directors take appropriate action so that the Ohio Business Combination Law is
not applicable to the acquisition of Common Shares pursuant to the Offer or the
Proposed Merger. In the event that the Company's Board of Directors fails to do
so prior to the intended date of the consummation of the Offer, the Purchaser
expects that the Parent Nominees, if elected at the Special Meeting, and subject
to their fiduciary duties, shall take such appropriate action as shall result in
the satisfaction of the Business Combination Condition.

(4) The Rights Condition. The Rights shall have been redeemed by the
Company or the Purchaser shall be satisfied, in its sole discretion, that the
Rights have been invalidated or are otherwise inapplicable to the Offer and the
Proposed Merger.

(5) The Articles Amendment Condition. Article SIXTH shall have been
repealed or otherwise amended with the effect that, or the Purchaser shall be
otherwise satisfied, in its sole discretion, that, the provisions of such
Article are inapplicable to the Proposed Merger.

The Offer is also subject to other terms and conditions which are described
in the Offer to Purchase and the Letter of Transmittal, copies of which are
available from the Information Agent for the Offer, MacKenzie Partners, Inc.
("MacKenzie Partners"), 156 Fifth Avenue, New York, New York 10010. If you have
not already received one, Parent and the Purchaser urge you to obtain a copy of
the Offer to Purchase, the Letter of Transmittal and other Offer documents.

With respect to the Control Share Condition, Parent and the Purchaser have
delivered to the Company (without prejudice to their right to challenge the
validity of the Control Share Acquisition Law) an acquiring person statement
pursuant to the Ohio Control Share Acquisition Law and have commenced the
solicitation of proxies under a separate proxy statement to obtain the Ohio
Control Share Acquisition Approval. In addition, on July 11, 1996, Parent and
the Purchaser commenced certain litigation relating to the Ohio Control Share
Acquisition Law. See "CERTAIN LEGAL MATTERS" below.

With respect to the Business Combination Condition, Parent and the
Purchaser requested in the Offer to Purchase that the Company's Board of
Directors satisfy the Business Combination Condition by taking appropriate
action so that the Ohio Business Combination Law is inapplicable to the
acquisition of Common Shares pursuant to the Offer and the Proposed Merger. To
the knowledge of Parent and the Purchaser, the Company's Board of Directors has
to date refused to take such action. Parent and the Purchaser expect that the
Parent Nominees will, if elected at the Special Meeting, and subject to their
fiduciary duties, take such appropriate action as shall result in the
satisfaction of the Business Combination Condition.

With respect to the Rights Condition, Parent and the Purchaser requested in
the Offer to Purchase that the Company's Board of Directors satisfy the Rights
Condition by taking appropriate action to redeem the Rights pursuant to the
terms of the Rights Plan or to amend the Rights Plan or take other action under
the Rights Plan to make the Rights inapplicable to the Offer and the Proposed
Merger. To the knowledge of Parent and the Purchaser, the Company's Board of
Directors has to date refused to take such action. Parent and the Purchaser
believe that the Company's Board of Directors has a fiduciary obligation to
redeem the Rights or to take other action under the Rights Plan so as to enable
the Company shareholders to accept the Offer and receive $27 per Common Share
therein or in the Proposed Merger. As described above, if the incumbent
directors are removed at the Special Meeting and prior to such time the
Company's Board of Directors shall have failed to redeem the Rights, the newly
elected directors may be unable to redeem the Rights, and the Purchaser may be
unable or unwilling to purchase Common Shares in the Offer, for a period of 180
days after the date on which the Parent Nominees are elected and constitute a
majority of the directors.

Parent and the Purchaser have commenced litigation against the Company and
its directors relating to the Rights. See "CERTAIN LEGAL MATTERS" below.

Parent and the Purchaser have requested that the Company's Board take
appropriate action to unanimously recommend to the Company's shareholders the
repeal of Article SIXTH. There can be no assurance that the Company's Board will
do so. In the event that the Company's Board fails to do so prior to the
intended date of the consummation of the Offer, the Purchaser expects its
nominees to the Company's

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<PAGE> 16

Board, if all such nominees are elected at the Special Meeting, and subject to
their fiduciary duties, to take such appropriate action as shall result in the
satisfaction of the Articles Amendment Condition.

CERTAIN LEGAL MATTERS

On July 11, 1996, Parent and the Purchaser commenced an action in the Ohio
Federal District Court against the Company, the directors of the Company, the
Acting Commissioner of Securities of the Ohio Division of Securities, the
Director of Commerce of the Ohio Department of Commerce and the State of Ohio
seeking among other things, that the Court declare unconstitutional and enjoin
application of Sections 1707.041, 1707.042, 1707.23 and 1707.26 of the ORC
(collectively, the "Ohio Take-Over Act") and certain provisions of the Ohio
Control Share Acquisition Law that impair the voting rights of the Disqualified
Shares. In March, 1995, in Luxottica Group S.p.A. v. The United States Shoe
Corporation, the Ohio Federal District Court issued an order declaring invalid
such provisions of the Ohio Control Share Acquisition Law. Without prejudice to
its position that the Ohio Take-Over Act is unconstitutional, on July 12, 1996,
Parent and the Purchaser submitted Form 041 under the Ohio Take-Over Act,
including a copy of the Schedule 14D-1 relating to the Offer, to the Ohio
Division. If injunctive relief is not obtained against the enforcement of the
Ohio Take-Over Act, then the Purchaser may not be obligated to accept for
payment or pay for Common Shares tendered pursuant to the Offer or may, among
other things, terminate the Offer or amend the terms and conditions of the
Offer.

The complaint also alleges that the 180-Day Restrictions are in violation
of the ORC and invalid, and further that refusal by the directors of the Company
to redeem the Rights constitutes a breach of the directors' fiduciary duties.
The Complaint seeks, among other things, that the Court enjoin the Company and
its directors from taking any steps to enforce or amend the Rights, and require
that the Rights be redeemed and that the 180-Day Restrictions be deleted.

In addition, the ESOP Trusts contain certain pass-through voting
restrictions described under "VOTING AT THE SPECIAL MEETING" above. Parent and
the Purchaser believe that, notwithstanding the express terms of the trust
document, the Trustee has a fiduciary duty under ERISA to exercise its
discretion with respect to voting Shares held in the ESOP which are allocated to
a participant's account but for which no instructions are received by it and for
all Shares held in the ESOP which are not allocated to a participant's account.
See "VOTING AT THE SPECIAL MEETING" above.

The complaint further alleges that the Preferred Shares held of record by
the trustee for the Company's ESOPs are not entitled to one and one-half votes
per share under Ohio law and the Company Articles and the Company Regulations,
but rather that each Preferred Share is entitled to one vote. The complaint
seeks, among other things, a declaratory judgment that the Preferred Shares are
entitled to only one vote per share and an injunction against the recognition of
any altered or increased voting rights for the Preferred Shares.

SOLICITATION OF AGENT DESIGNATIONS

Agent Designations may be solicited by mail, telephone, telecopier or the
Internet and in person. Solicitations may be made by directors, officers,
investor relations personnel and other employees of Parent or the Purchaser,
none of whom will receive additional compensation for such solicitations. Parent
has requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all of its solicitation materials to the beneficial
owners of the Shares they hold of record. Parent will reimburse these record
holders for customary clerical and mailing expenses incurred by them in
forwarding these materials to their customers.

Parent has retained MacKenzie Partners for solicitation and advisory
services in connection with (i) this solicitation, (ii) the solicitation of
proxies for the Special Meeting, if it is called and (iii) the solicitation of
proxies for the Ohio Control Share Acquisition Meeting. Parent has also retained
MacKenzie Partners to act as Information Agent in connection with the Offer.
Parent will pay MacKenzie Partners reasonable and customary compensation for all
such services and will reimburse MacKenzie Partners for reasonable out-of-pocket
expenses in connection therewith. Parent has agreed to indemnify MacKenzie
Partners against certain liabilities and expenses in connection with the Offer,
including, without limitation, certain liabilities under the

16
<PAGE> 17

federal securities laws. MacKenzie Partners will solicit proxies from
individuals, brokers, bank nominees and other institutional holders.

Schroder Wertheim is acting as Dealer Manager in connection with the Offer
and as Parent's financial advisor with respect to the Offer and the Proposed
Merger. As compensation for such services, Parent has agreed to pay or cause to
be paid to Schroder Wertheim a fee of $500,000 upon commencement of the Offer.
Parent has agreed to pay or cause to be paid to Schroder Wertheim an additional
fee of $3,500,000 contingent upon consummation of a Transaction. "Transaction"
has been defined as an acquisition by Parent of the Company by way of (i)
merger, (ii) purchase of all or a portion of the assets or stock of the Company,
(iii) obtaining 50% or more voting control of the common stock of the Company or
effective control of the Board of Directors of the Company through a proxy or
similar solicitation, or (iv) otherwise. Parent has also agreed that, in the
event a Transaction is not consummated, Parent will pay to Schroder Wertheim 10%
of any profits Parent receives upon its disposition of, or otherwise received in
respect of, securities of the Company acquired by it, or 10% of any break-up fee
Parent receives from the Company (in each case, less any fees paid to Schroder
Wertheim at the commencement of the Offer). In addition, Parent has agreed to
reimburse Schroder Wertheim for certain reasonable out-of-pocket expenses
incurred in connection with the Offer and the Proposed Merger or otherwise
arising out of Schroder Wertheim's engagement, and has also agreed to indemnify
Schroder Wertheim (and certain affiliated persons) against certain liabilities
and expenses, including, without limitation, certain liabilities under the
federal securities laws.

Schroder Wertheim may from time to time in the future render various
investment banking services to Parent and its affiliates, for which it is
expected it would be paid customary fees. In the ordinary course of business,
Schroder Wertheim and its affiliates may actively trade the securities of Parent
and the Company for their own account and for the account of customers and
accordingly may, at any time, hold long or short positions in such securities.

In connection with Schroder Wertheim's engagement as financial advisor,
Parent anticipates that certain employees of Schroder Wertheim may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are Company shareholders for the purpose of
assisting in the solicitation of Agent Designations to call the Special Meeting
and of proxies for the Special Meeting, as well as for the solicitation of
proxies for the Ohio Control Share Acquisition Meeting. Schroder Wertheim will
not receive any fee for or in connection with such solicitation activities apart
from the fees which it is otherwise entitled to receive as described above.

The entire expense of soliciting Agent Designations and proxies for the
Special Meeting is being borne by Parent or a subsidiary of Parent. Neither
Parent nor any such subsidiary will seek reimbursement for such expenses from
the Company. Costs incidental to these Agent Designations and proxies include
expenditures for printing, postage, legal and related expenses and are expected
to be approximately $ . Total costs incurred to date in furtherance of
or in connection with these Agent Designations and proxies are approximately
$ .

If the Purchaser should terminate, or materially amend the terms of, the
Offer prior to the Special Meeting, Parent or the Purchaser will disseminate
such information regarding such changes to the Company shareholders and, in
appropriate circumstances, will provide the Company shareholders with a
reasonable opportunity to revoke their Agent Designations prior to the Special
Meeting.

SHAREHOLDER PROPOSALS

According to the Company's Annual Meeting Proxy Statement, the deadline for
receipt of shareholders' proposals for inclusion in the Company's 1997 proxy
material is October 1, 1996.

OTHER INFORMATION

Parent is a corporation organized under the Canada Business Corporation and
is headquartered in Charlotte, North Carolina. Parent's businesses manufacture
proprietary engineered products for industrial and

17
<PAGE> 18

building customers worldwide. Parent's Industrial Products Segment serves
selected markets with engineered equipment for heating, air drying and
purification, fluid handling, heat exchange, compaction, food processing and
aerospace applications. Parent's Building Products Segment manufactures a
variety of complementary products, ranging from steel doors to loading dock
equipment to complete pre-engineered metal buildings systems, primarily for the
non-residential construction market.

The Purchaser is a newly incorporated Delaware corporation and an indirect
wholly-owned subsidiary of Parent which to date has not conducted any business
other than in connection with the Offer and the Proposed Merger. The principal
executive offices of Parent and the Purchaser are located at 2300 One First
Union Center, 301 South College Street, Charlotte, North Carolina 28202. UDII
owns all the outstanding shares of the Purchaser.

Certain information about the directors and executive officers of Parent
and the Purchaser and certain employees and other representatives of Parent who
may also assist MacKenzie Partners in soliciting proxies is set forth in the
attached Schedule I. Schedule II sets forth certain information relating to
Common Shares owned by Parent, the Purchaser, and other representatives.
Schedule III sets forth certain information, as made available in public
documents, regarding Shares held by the Company's principal shareholders and its
management.

THIS SOLICITATION STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF COMMON
SHARES NOR AN OFFER WITH RESPECT THERETO. THE PURCHASER'S OFFER IS BEING MADE
ONLY BY MEANS OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL. FOR
ADDITIONAL COPIES OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, CALL
THE INFORMATION AGENT FOR THE OFFER, MACKENZIE PARTNERS, AT 212-929-5500 (CALL
COLLECT) OR 800-322-2885 (TOLL FREE).

PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED WHITE AGENT DESIGNATION AND RETURNING IT
PROMPTLY TO MACKENZIE PARTNERS AT 156 FIFTH AVENUE, NEW YORK, NEW YORK 10010, IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE
UNITED STATES.

YOUR SUPPORT IS IMPORTANT! PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING
WHITE AGENT DESIGNATION PROMPTLY.

UNITED DOMINION INDUSTRIES LIMITED
OPUS ACQUISITION CORPORATION

July , 1996

18
<PAGE> 19

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND THE PURCHASER

PARENT

The following table sets forth the name, business or residence address,
principal occupation or employment at the present time and during the last five
years, and the name, principal business and address of any corporation or other
organization in which such employment is conducted or was conducted of each
director and executive officer of Parent. Except for Messrs. Crossgrove, Grant,
MacKay, McDonald, Scott, Stinson, Allan Taylor and George Taylor, who are
citizens of Canada, each of the Parent's directors and executive officers is a
citizen of the United States. The business address of each executive officer of
Parent is 2300 One First Union Center, Charlotte, North Carolina 28202. Each
occupation set forth opposite a person's name, unless otherwise indicated,
refers to employment with Parent. Directors are indicated by an asterisk.

S-1
<PAGE> 20

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
MATERIAL OCCUPATIONS FOR PAST
FIVE YEARS,
NAME, PRINCIPAL BUSINESS AND
BUSINESS (B) OR RESIDENCE (R) ADDRESS OF
NAME ADDRESS PRINCIPAL OFFICE OF EMPLOYER
- - ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
R. Stuart Dickson*............ (b)2000 Two First Union Center Chairman of the Executive
Charlotte, NC 28282 Committee, Ruddick
Corporation, an industrial
thread, regional supermarket
and venture capital company,
2000 Two First Union Center,
Charlotte, NC 28282, from 1994
to present. Chairman, Ruddick
Corporation, from 1968 to
1994.
James A. Grant*............... (b)Suite 3900 Partner of Stikeman, Elliott,
1155 Rene Levesque Blvd. W. a law firm, Commerce Court
Montreal, Quebec H3B 3V2 West, Suite 5300, Toronto,
Canada Ontario M5L IB9, Canada, from
1970 to present. Chairman of
Executive Committee of
Stikeman, Elliott since 1988.
William R. Holland*........... Chairman since 1987 and Chief
Executive Officer since 1986.
Russell C. King, Jr.*......... (r)2376E Dunwoody Crossing Retired since May 30, 1994.
Atlanta, GA 30338 President and Chief Operating
Officer, Sonoco Products
Company, an international
manufacturer of packaging
products, 1 North Second
Street, P.O. Box 160,
Hartsville, SC 29551, from
1990 to 1994.
H. John McDonald*............. (b)Suite 2800, 2 Bloor St. Chairman, Black & McDonald
East Limited, an international
Toronto, Ontario M4W 1A8 mechanical and electrical
Canada contracting company, Suite
2800, 2 Bloor St. East,
Toronto, Ontario M4W 1A8,
Canada, since 1984.
Dalton D. Ruffin*............. (r)2841 Galsworthy Dr. Retired since January 1, 1989.
Winston-Salem, NC 27106
I. Barry Scott*............... (r)96 Churchill Road Baie Retired since February 28,
d'Urfe, Quebec H9X 2Y3 1995. Chairman and Chief
Canada Executive Officer of CP Rail
System, a transportation
division of Canadian Pacific
Limited, 910 Peel Street, Room
215, P.O. Box 6042, Station
Centre-ville, Montreal, Quebec
H3C 3E4, Canada, from 1985 to
1995.
William W. Stinson*........... (b)Suite 800, Place du Canada Retired since May 1, 1996.
P.O. Box 6042, Chairman of Canadian Pacific
Station Centre-ville Limited, a transportation,
Montreal, Quebec H3C 3E4 energy, real estate and hotel
Canada company, Suite 800, Place du
Canada,
P.O. Box 6042, Station
Centre-ville, Montreal, Quebec
H3C 3E4, Canada from 1989 to
1996. Chief Executive Officer
of Canadian Pacific Limited
from 1985 to 1996.
</TABLE>

S-2
<PAGE> 21

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
MATERIAL OCCUPATIONS FOR PAST
FIVE YEARS,
NAME, PRINCIPAL BUSINESS AND
BUSINESS (B) OR RESIDENCE (R) ADDRESS OF
NAME ADDRESS PRINCIPAL OFFICE OF EMPLOYER
- - ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Allan R. Taylor, O.C.*........ (r)The Chedington Manor Retired since January 31,
1 Chedington Place, Suite 2A 1995. Chairman, Royal Bank of
North York, Ontario M4N 3R4 Canada, a financial
Canada institution, Royal Bank Plaza,
Toronto, Ontario M5J 2J5,
Canada, from 1986 to 1995.
George S. Taylor*............. (b)120 Adelaide St. W Retired since December 31,
Suite 1850 1995. President and Chief
Toronto, Ontario M5J 2T3 Executive Officer, John Labatt
Canada Limited, a brewing company,
Labatt House BCE Place, P.O.
Box 811, Suite 200-181 Bay
St., Toronto, Ontario M5J 2T3,
Canada, from 1992 to 1995.
Executive Vice President, John
Labatt Limited, from 1985 to
1992.
Jan K. Ver Hagen*............. President and Chief Operating
Officer since 1994. Vice
Chairman, Emerson Electric
Co., a manufacturer of a broad
range of electrical and
electronic products, 8000 W.
Florissant Ave., St. Louis,
Missouri 63136, from 1988 to
1994.
Robert E. Drury............... Executive Vice President and
Chief Administrative Officer
since 1995. Chief Financial
Officer from 1992 to 1995, and
Senior Vice President from
1993 to 1995. Vice President
from 1987 to 1993.
Richard A. Bearse............. Senior Vice President since
1996. President and Chief
Executive Officer, Flair
Corporation, a manufacturer of
air filtration and dehydration
equipment, 4647 S.W. 40th
Avenue, Ocala, Florida 34474,
from 1992 to 1995. President
and Chief Executive Officer,
Pneumatic Products
Corporation, a subsidiary of
Flair, from 1991 to 1992.
B. Bernard Burns, Jr.......... General Counsel and Secretary
since 1992, and Senior Vice
President since 1993. Vice
President from 1989 to 1993.
Glenn A. Eisenberg............ Senior Vice President and
Chief Financial Officer since
1995. Vice President of
Planning and Development from
1992 to 1995. Director of
Corporate Finance and Investor
Relations since 1991. Manager
of Treasury Analysis and
Services from 1990 to 1991.
John G. MacKay................ Senior Vice President since
1995. Various positions with
Parent since 1990, including
President-- Industrial
Products segment.
</TABLE>

S-3
<PAGE> 22

THE PURCHASER

The name and position with the Purchaser of each director and executive
officer of the Purchaser are set forth below. The business address, present
principal occupatio or employment, five-year employment history and citizenship
of each person is set forth below. Directors are indicated by an asterisk.

<TABLE>
<CAPTION>
NAME POSITION WITH THE PURCHASER
- - ---------------------------------------- ---------------------------
<S> <C>
Vice President and
B. Bernard Burns, Jr.*.................. Secretary
Robert E. Drury*........................ President
Vice President and
Glenn A. Eisenberg*..................... Treasurer
Richard L. Magee........................ Assistant Secretary
</TABLE>

S-4
<PAGE> 23

SOLICITATION OF AGENT DESIGNATIONS

The following individuals constitute representatives of the Dealer Manager
who may solicit Agent Designations:

<TABLE>
<S> <C>
Michael Grad............................ Managing Director
Schroder Wertheim & Co. Incorporated
Equitable Center
787 Seventh Avenue
New York, New York 10019-6016
Henry Aboodi............................ Vice President
Schroder Wertheim & Co. Incorporated
Equitable Center
787 Seventh Avenue
New York, New York 10019-6016
</TABLE>

S-5
<PAGE> 24

SCHEDULE II

SHARES HELD BY PARENT AND THE PURCHASER

As of the date hereof, the Purchaser holds of record 500 Common Shares and
no Preferred Shares and Parent holds of record 500 Common Shares and no
Preferred Shares.

In the ordinary course of its business, Schroder Wertheim may trade the
securities of the Company for its own account and the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of July 12, 1996, Schroder Wertheim held no Shares.

S-6
<PAGE> 25

SCHEDULE III

PRINCIPAL SHAREHOLDERS OF THE COMPANY
AND SHAREHOLDINGS OF THE COMPANY'S MANAGEMENT

Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of the Company as a group. Such information is obtained from the
Company's proxy statement for its 1996 Annual Meeting of Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The name of any person or "group" (as that term is used in the Exchange
Act) disclosed by the Company in its proxy statement for its 1996 Annual Meeting
of Shareholders to be the beneficial owner of more than five percent (5%) of any
class of the Company's voting securities as of December 31, 1995 is set forth
below:

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OF ALL VOTING
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS SHARES
- - ------------------- ------------------------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C>
Common National City Bank, N.E. 1,219,766(1) 7.91% 7.18%
P.O. Box 450
Youngstown, OH 44501
Common Norwest Corporation 1,163,153(2) 7.55% 6.84%
6th and Marquette
Minneapolis, MN 55479
Series B Preferred Mellon Bank N.A. 1,053,508(3) 100.00% 9.30% (4)
P.O. Box 444
Pittsburgh, PA 15230
</TABLE>

- - ---------------

(1) This figure includes 175,250 Common Shares held in trust by National
City Bank, N.E. (trustee) for the benefit of participants in the Commercial
Intertech Corp. Employee Savings and Stock Purchase Plan.

This figure includes 3,109 Common Shares held in trust by National City
Bank (trustee) for the benefit of participants in the Non-Qualified Stock
Purchase Plan of Commercial Intertech Corp.

National City Bank has sole voting power over 873,878 Shares and shared
voting power over 172,029 Shares. National City Bank has sole investment power
over 328,589 Shares and shared investment power over 891,177 Shares.

(2) Norwest Corporation holds Common Shares in a fiduciary capacity for
various institutional and personal accounts.

Norwest Corporation has sole voting power over 950,703 Shares and shared
voting power over 600 Shares. Norwest Corporation has sole investment power over
1,163,003 Shares and shared investment power over 150 Shares.

(3) This figure represents all of the outstanding Preferred Shares held of
record by Mellon Bank N.A. (trustee) for the benefit of participants in the
Commercial Intertech Employee Stock Ownership Plan and the Commercial Intertech
Retirement Stock Ownership and Savings Plan. The trust for these plans contains
provisions for pass-through voting rights to the employee participants in the
plans.

Mellon Bank has shared voting power and shared investment power over all
Preferred Shares.

(4) Assumes Preferred Shares are entitled to one and one-half votes per
Preferred Share. Parent and the Purchaser believe Preferred Shares are entitled
only to one vote per Preferred Share and have commenced an action against the
Company and its directors Ohio Federal District Court, seeking, among other
things, a declaratory judgment that the Preferred Shares are entitled to only
one vote per share and an injunction against the recognition of any altered or
increased voting rights for the Preferred Shares. See "CERTAIN LEGAL MATTERS"
above.

S-7
<PAGE> 26

SECURITY OWNERSHIP OF MANAGEMENT

The directors, nominees for the office of director, the Chief Executive
Officer, the four other highly compensated executive officers, a former
executive officer and all directors and executive officers as a group were the
beneficial owners of the Company's voting shares, as of December 31, 1995, as
disclosed in the Company's proxy statement for its 1996 Annual Meeting of
Shareholders, as set forth below:

<TABLE>
<CAPTION>
NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF
OWNER BENEFICIAL OWNERSHIP VOTING SHARES
- - --------------------- -------------------- -------------
<S> <C> <C>
William J. Bresnahan 300 *
Charles B. Cushwa III 206,770(1)(4)(5)(8)(12)(16) 1.3%
William W. Cushwa 226,250(1)(2)(3)(4)(6)(7)(8)(10)(13)(14)(16) 1.4%
John M. Galvin 3,000(8) *
John Gilchrist 33,227(8)(9)(10)(14) *
Richard J. Hill 9,535(8)(9) *
Neil D. Humphrey 5,829(8)(9) *
Hubert Jacobs van 13,410(17) *
Merlen
Mark G. Kachus 25,026 *
William E. Kassling 0 --
Gerald C. McDonough 3,750(8) *
C. Edward Midgley 10,000 *
John Nelson 14,573(1)(8) *
Paul J. Powers 322,424(2)(8)(10)(14) 1.9%
George M. Smart 2,000 *
Don E. Tucker 137,724(1)(2)(11)(14) *
Bruce C. Wheatley 30,301(8)(15) *
Philip N. Winkelstern 176,518(1)(2)(3)(8)(10)(14) 1.1%
All Directors and 1,329,534 7.9%
Executive Officers
as a Group (21
people)
</TABLE>

*less than 1%
- - ---------------

(1) Does not include Common Shares owned by the members of the
above-mentioned directors' families who share their homes, as follows: of Mr.
Charles Cushwa -- 2,147 Shares; of Mr. William Cushwa -- 26,548 Shares; of Mr.
Nelson -- 28,675 Shares; of Mr. Tucker -- 1,146 Shares; of Mr.
Winkelstern -- 5,479 Shares. Beneficial ownership thereof is disclaimed by the
respective directors.

(2) Includes the beneficial interest in Common Shares (fractional shares
not shown) credited to the accounts of the above-mentioned beneficial owners by
the Trustee acting under the provisions of the Company's Employee Savings and
Stock Purchase Plan, as follows: Mr. William Cushwa -- 4,254 Shares; Mr.
Powers -- 1,595 Shares; Mr. Tucker -- 9,243 Shares; and Mr. Winkelstern -- 8,529
Shares.

(3) Includes Common Shares held by the directors as custodians for their
minor children as follows: minor children of Mr. William Cushwa -- 4,011 Shares;
and minor grandchildren as follows: minor grandchild of Mr. Winkelstern -- 750
Shares.

(4) Charles B. Cushwa III and William W. Cushwa are two of three
beneficiaries of a trust, of which they are not trustees, which consists of
294,000 Common Shares, the income from which will be paid to the beneficiaries
equally during their lives. These Shares are not included in the amounts shown
in the table.

(5) Includes 46,500 Common Shares held in trust, in which the children of
Charles B. Cushwa III have a remainder interest, and of which National City
Bank, N.E. and Charles B. Cushwa III are co-trustees. Beneficial ownership
thereof is disclaimed by Mr. Charles B. Cushwa III.

(6) Does not include 11,250 Common Shares held in trust, of which William
W. Cushwa is not a trustee, for the benefit of his child and of which beneficial
ownership is disclaimed by Mr. William W. Cushwa.

S-8
<PAGE> 27

(7) Includes 44,000 Common Shares held in trust, in which the children of
William W. Cushwa have a remainder interest, and of which National City Bank,
N.E. and William W. Cushwa are co-trustees. Beneficial ownership thereof is
disclaimed by Mr. William W. Cushwa.

(8) Includes Common Shares acquirable within 60 days of December 31, 1995
upon exercise of options issued under the Company's Stock Option and Award Plans
as follows: Mr. Charles Cushwa -- 1,500 Shares; Mr. William Cushwa -- 10,125
Shares; Mr. Galvin -- 1,500 Shares; Mr. Gilchrist -- 12,612 Shares; Mr.
Hill -- 1,500 Shares; Mr. Humphrey -- 1,500 Shares; Mr. McDonough -- 10,500
Shares; Mr. Nelson -- 1,500 Shares; Mr. Powers -- 134,250 Shares; Mr.
Wheatley -- 7,500 Shares; and Mr. Winkelstern -- 60,000 Shares.

(9) Includes Common Shares (fractional shares not shown) credited to the
accounts of the above-mentioned beneficial owners by the administrator of the
Company's Automatic Dividend Reinvestment Plan, as follows: Mr.
Gilchrist -- 1,448 Shares; Mr. Hill -- 3,035 Shares; and Mr. Humphrey -- 12,429
Shares.

(10) Includes in each case 232 Preferred Shares (fractional shares not
shown) and the following number of Common Shares (fractional shares not shown)
credited to the accounts of the above-mentioned beneficial owners by the Trustee
acting under the provisions of the Company's 401(k) plan: Mr. William
Cushwa -- 762 Shares; Mr. Gilchrist -- 270 Shares; Mr. Powers -- 4,432 Shares;
and Mr. Winkelstern -- 270 Shares.

(11) Includes 190 Preferred Shares (fractional shares not shown) and 4,919
Common Shares (fractional shares not shown) credited by the Trustee acting under
the provisions of the Company's 401(k) plan.

(12) Includes 39,244 Common Shares held in trust, in which the children of
Charles B. Cushwa III have a remainder interest, and of which National City
Bank, N.E. and Charles B. Cushwa III are co-trustees. Beneficial ownership
thereof is disclaimed by Mr. Charles B. Cushwa III.

(13) Includes 61,000 Common Shares held in trust, in which the children of
William W. Cushwa have a remainder interest, and of which National City Bank,
N.E. and William W. Cushwa are co-trustees. Beneficial ownership thereof is
disclaimed by Mr. William W. Cushwa.

(14) Includes in each case one Common Share (fractional shares not shown)
as a result of participation in the Commercial Intertech Employee Stock
Ownership Plan and the following number of Preferred Shares (fractional shares
not shown) as a result of participation in the Commercial Intertech Employee
Stock Ownership Plan: Mr. William Cushwa -- 266 Shares; Mr. Gilchrist -- 323
Shares; Mr. Powers -- 619 Shares; Mr. Tucker -- 464 Shares; and Mr.
Winkelstern -- 604 Shares.

(15) Includes 11 Preferred Shares (fractional shares not shown) and 1,364
Common Shares (fractional shares not shown) held under the provisions of the
Company's 401(k) plan. Includes 58 Preferred Shares (fractional shares not
shown) as a result of participation in the Commercial Intertech Employee Stock
Ownership Plan.

(16) Charles B. Cushwa III and William W. Cushwa are two of three
beneficiaries of a trust, of which they are not trustees, containing 482,625
Shares distribution of which is dependent upon the resolution of certain probate
estate matters. The shares are not included in the amounts shown in the table.

(17) Includes the beneficial interest in 123 Common Shares (fractional
shares not shown) credited by the Trustee acting under the provisions of the
Company's Non-Qualified Stock Purchase Plan.

S-9
<PAGE> 28

IMPORTANT

Your support is important. No matter how many Shares you own, please give
Parent your Agent Designation by:

- SIGNING the enclosed WHITE Agent Designation card,

- DATING the enclosed WHITE Agent Designation card, and

- MAILING the enclosed WHITE Agent Designation card TODAY in the envelope
provided (no postage is required if mailed in the United States).

If you have any questions, would like a copy of the Offer to Purchase and
the Letter of Transmittal or require any additional information concerning the
Offer, please contact the Information Agent for the Offer, MacKenzie Partners,
at 156 Fifth Avenue, New York, New York 10010, or by telephone at 212-929-5500
(call collect) or 800-322-2885 (toll free).

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the WHITE proxy
card.

PARTICIPANTS IN THE COMPANY'S EMPLOYEE STOCK OWNERSHIP PLAN AND RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN (THE "ESOPs") DESIRING TO APPOINT DESIGNATED
AGENTS TO CALL A SPECIAL MEETING WITH RESPECT TO SHARES HELD ON THEIR BEHALF
SHOULD SO INSTRUCT THE ESOP TRUSTEE BY COMPLETING THE FORM WHICH WILL BE
PROVIDED TO PARTICIPANTS FOR THAT PURPOSE.

S-10
<PAGE> 29

AGENT DESIGNATION

THIS AGENT DESIGNATION IS SOLICITED BY UNITED DOMINION INDUSTRIES LIMITED
AND OPUS ACQUISITION CORPORATION FOR THE APPOINTMENT OF DESIGNATED AGENTS TO
CALL A SPECIAL MEETING OF SHAREHOLDERS OF COMMERCIAL INTER-TECH CORP.

Each of the undersigned hereby constitutes and appoints William R. Holland,
B. Bernard Burns, Jr. and Richard L. Magee and each of them, with full power of
substitution, the proxies and agents of each of the undersigned (said proxies
and agents, together with each substitute appointed by any of them, if any,
collectively, the "Designated Agents") in respect of all Common Shares, par
value $1.00 per share ("Common Shares") of Commercial Intertech Corp. (the
"Company") owned by the undersigned to do any or all of the following, to which
each of the undersigned hereby consents:

1. To take all such action as shall be necessary or appropriate to call
(BUT NOT TO VOTE AT) a special meeting of the shareholders of the Company (the
"Special Meeting") for the following purposes:

A. To consider and vote upon a resolution calling on the incumbent
Board of Directors to redeem, prior to their removal from office, the
preferred share purchase rights associated with the Common Shares.

B. To consider and vote upon a proposal to remove all of the incumbent
directors of the Company.

C. To consider and vote upon a proposal to amend the Code of
Regulations of the Company (i) to reduce the authorized size of the Board
of Directors from twelve to three members, and (ii) to provide that the
members of the Board of Directors shall not be divided into three classes
but shall serve as a single class with the same term of office.

D. To elect three new directors to fill the vacancies resulting from
such removal and reduction of the size of the Board.

E. To consider and vote upon a proposal to repeal Article SIXTH of the
Company's Amended and Restated Articles of Incorporation.

F. To consider and vote upon a proposal to amend the Code of
Regulations of the Company to provide that the Ohio Control Share
Acquisition Law, Section 1701.831 of the Ohio Revised Code (the "ORC"),
does not apply to "control share acquisitions" (as defined in the ORC) of
Shares.

G. To consider and vote upon any other matter that properly comes
before the Special Meeting.

2. To request, in a writing delivered either in person or by registered
mail to the President or the Secretary of the Company, that such officer
forthwith cause to be given, to the Company shareholders entitled thereto,
notice of the Special Meeting to be held on a date to be determined by the
Designated Agents; and if such notice is not given within five business days
after presentation to such officer of such request, to fix the time of the
Special Meeting and to give appropriate notice thereof, or to cause such notice
to be given by any designated representative.

3. To request that the Board of Directors of the Company fix a record date
for the determination of the shareholders of the Company, who are entitled to
receive notice of and to vote at the Special Meeting, within such period as the
Designated Agents may request and, if the Board of Directors of the Company
fails or refuses to fix such record date within such time, to fix a record date
for such purpose, subject to the limitations set forth in division (A) of
Section 1701.45 of the ORC.

4. If the Designated Agents duly fix the record date for the Special
Meeting, then also, if such Designated Agents determine that it is necessary to
do so, to fix one or more additional record dates for any adjournments of the
Special Meeting, subject to the limitations set forth in division (A) of Section
1701.45 of

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<PAGE> 30

the ORC, and to the extent and in the manner provided by the ORC, to give notice
thereof and of the date to which the Special Meeting shall have been adjourned
to the Company shareholders of record as of said new record date in accordance
with the same requirements as those applying to a meeting newly called.

5. To exercise any and all of the other rights of each of the undersigned
incidental to (i) calling the Special Meeting, (ii) causing notice of the
Special Meeting and any adjournment thereof to be given to the Company
shareholders, (iii) causing a record date to be fixed for the determination of
the Company shareholders entitled to notice of and to vote at the Special
Meeting and at any adjournment thereof, and (iv) causing the purposes of the
authority expressly granted hereinabove to the Designated Agents to be carried
into effect; provided, however, that NOTHING CONTAINED IN THIS INSTRUMENT SHALL
BE CONSTRUED TO GRANT TO THE DESIGNATED AGENTS THE RIGHT, POWER OR AUTHORITY TO
VOTE ANY SHARES OWNED BY THE UNDERSIGNED AT THE SPECIAL MEETING.
Dated: , 1996

/s/

--------------------------------------
(Signature)

--------------------------------------
(Signature, if jointly held)

Title:
--------------------------------------

Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should
sign. When signing as an
attorney, executor,
administrator, trustee or
guardian, give full title as
such. If a corporation, sign in
full corporate name by
President or other authorized
officer. If a partnership, sign
in partnership name by
authorized person.

PLEASE SIGN, DATE AND MAIL PROMPTLY IN
THE ENCLOSED ENVELOPE.

PARTICIPANTS IN THE ESOPS CAN ONLY EXECUTE AGENT DESIGNATIONS WITH RESPECT
TO SHARES HELD IN THE ESOPS ON THEIR BEHALF BY INSTRUCTING THE ESOP TRUSTEE ON
THE FORM THAT WILL BE PROVIDED TO PARTICIPANTS FOR THAT PURPOSE. ESOP
PARTICIPANTS CANNOT EXECUTE AGENT DESIGNATIONS WITH RESPECT TO SHARES ALLOCATED
TO THEIR ESOP ACCOUNT BY EXECUTING THE ACCOMPANYING BLUE-STRIPED PROXY CARD.

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