SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COMMERCIAL INTERTECH CORP.
(Name of Registrant as Specified in its Charter)
UNITED DOMINION INDUSTRIES LIMITED
and
OPUS ACQUISITION CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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 14a6(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 ap-
plies: 15,585,431 Common Shares, consisting of 13,684,404
outstanding Common Shares, 1,283,976 Common Shares issuable
upon conversion of 1,039,657 outstanding Preferred Shares and
617,051 Shares reserved for issuance upon exercise of out-
standing 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 $30, the amount to be paid per
Common Share, multiplied by 15,585,431 Common Shares
(4) Proposed maximum aggregate value of transaction:
$467,592,930
(5) Total fee paid: $93,513
[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: $99,299
(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 15, 1996
<PAGE>
[Letterhead of United Dominion]
July 25, 1996
SHOULDN'T YOU BE THE ONE TO DECIDE WHETHER UNITED
DOMINION IS OFFERING FAIR VALUE FOR YOUR SHARES?
Dear Commercial Intertech Shareholder:
You should be aware that United Dominion Industries
Limited has made a cash tender offer to purchase all outstand-
ing common shares of Commercial Intertech at $30 per share.
This offer represents a 57% premium over Commercial Intertech's
closing share price of $19-1/8 on June 27, 1996.
We continue to believe that:
OUR $30 CASH OFFER PROVIDES A BETTER DEAL FOR
COMMERCIAL INTERTECH SHAREHOLDERS THAN DOES THE
RADICAL RESTRUCTURING PROPOSED BY THE INCUMBENT
DIRECTORS OF COMMERCIAL INTERTECH, WHICH IN-
CLUDES BREAKING UP THE COMPANY AND A SELECTIVE
SHARE BUYBACK. FURTHER, THE COMPANY IS SEEKING
TO IMPLEMENT THESE CHANGES WITHOUT YOUR AP-
PROVAL.
A friendly transaction between Commercial Inter-
tech and United Dominium would be in the best
interests of all parties -- stockholders, em-
ployees, customers, suppliers and the greater
Youngstown community.
YOUR MANAGEMENT WANTS TO SPLIT UP COMMERCIAL INTERTECH.
UNITED DOMINION WANTS TO KEEP THE COMPANY TOGETHER.
We view management's feverish efforts to complete the
Cuno spin-off and the buying back of shares from selected in-
vestors as little more than a means to entrench themselves,
while denying you the opportunity to consider our $30 offer.
We find this especially true with regard to the Cuno spin-off,
an action of uncertain value initially rejected by Commercial
Intertech's Board, then hastily revived after we commenced our
tender offer. IN LIGHT OF MANAGEMENT'S OPPOSITION TO A
FRIENDLY DEAL, WE ARE TAKING STEPS TO TAKE OUR OFFER DIRECTLY
TO YOU -- THE REAL OWNERS OF COMMERCIAL INTERTECH.<PAGE>
WE ARE COMMITTED TO COMMERCIAL INTERTECH'S EMPLOYEES
United Dominion is proud of its long record of suc-
cessful acquisitions and the efforts we make to retain as many
employees as possible and to act as a good corporate citizen in
the communities in which we operate. Let's look at our record:
United Dominion is a 114 year old company, with
11,000 employees around the world and revenues
of approximately $2 billion. We buy companies
and work hard to build value for the benefit of
all United Dominion shareholders.
We have the greatest respect for Commercial
Intertech's operations, and the quality of its
employees. Indeed, these are among the reasons
why we wish to acquire the Company.
WE WANT TO ADD COMMERCIAL INTERTECH TO OUR COM-
PANY AND GROW THE BUSINESS OVER THE LONG TERM,
NOT BREAK IT UP. REMEMBER -- IT IS MANAGEMENT
THAT WANTS TO BREAK UP COMMERCIAL INTERTECH
THROUGH THE PLANNED SPIN-OFF OF CUNO.
In the 15 acquisitions we have completed since
1990, the total number of employees has grown
from 7,629 at the time of acquisition to 7,898
employees today.
IN TWELVE OF OUR 15 ACQUISITIONS, NOT A SINGLE
EMPLOYEE LEFT OR WAS LAID OFF AS A RESULT OF OUR
ACQUISITION. WE CREATE JOBS, WE DON'T DESTROY
THEM.
PRESERVE YOUR RIGHT TO CONSIDER $30 A SHARE.
VOTE THE BLUE-STRIPED PROXY TODAY!
In order to complete our acquisition of Commercial
Intertech and deliver to you $30 for each of your shares, we
must comply with a number of complex and time-consuming merger-
and-acquisition laws. Your management is using these laws, as
well as the Commercial Intertech corporate machinery to deny
you the right to choose whether to accept our $30 per share
offer and to decide the future of your company.
By voting the enclosed BLUE-STRIPED proxy card,
you will be taking action along with your fellow
shareholders to meet the requirements of Ohio
law.
YOU WILL BE SENDING A STRONG MESSAGE TO MANAGE-
MENT THAT YOU WANT TO DECIDE FOR YOURSELF
WHETHER TO ACCEPT OUR $30 PER SHARE OFFER RATHER
THAN BE FORCED TO ACCEPT MANAGEMENT'S HASTILY
CONCEIVED ALTERNATIVE.
If management continues to refuse to meet with us on
a friendly basis, our efforts to let you decide upon our $30
offer may require as many as three separate shareholder votes.
Your BLUE-STRIPED proxy card represents the first of these
three solicitations.
IN THIS FIRST STEP, UNITED DOMINION IS SOLICITING
AUTHORIZATION FROM COMMERCIAL INTERTECH SHAREHOLDERS TO BE PER-
MITTED TO PURCHASE A "CONTROL SHARE" OF COMMERCIAL INTERTECH
STOCK. UNDER OHIO CORPORATION LAW, A CONTROL SHARE IS DEFINED
AS ANY PERSON OR ENTITY ACQUIRING CONTROL OF 20% OR MORE OF THE
VOTING POWER FOR THE ELECTION OF DIRECTORS OF COMMERCIAL INTER-
TECH SHARES.
This vote is specifically required under Ohio Corpo-
ration law and a Special Meeting for this purpose has been
scheduled for August 30, 1996. Shareholders who own Commercial
Intertech shares as of the August 7 record date will be eli-
gible to vote to authorize our pending purchase of a control
share.<PAGE>
IF YOU WANT THE CHANCE TO CONSIDER $30 PER SHARE, PLEASE
TENDER YOUR SHARES AND VOTE YOUR BLUE-STRIPED PROXY
Accompanying this letter is a proxy statement in connection
with the control share Special Meeting, which we urge you to
read carefully. We have also included a BLUE-STRIPED proxy
card which you can use to vote FOR the authorization of the
purchase of a control share by United Dominion. We also seek
your support for a proposal to adjourn the control share
Special Meeting to solicit additional votes, if necessary, to
authorize the acquisitions of a control share. Please note --
tendering your Commercial Intertech shares alone is not enough.
You must return the BLUE-STRIPED proxy card.
Shortly, you will be receiving:
A second proxy statement and white proxy card
from us, soliciting support for the calling of
another Special Meeting at which we would seek
your support to replace Commercial Intertech's
current Board of Directors.
You may also receive a third proxy statement and
a gold-striped proxy card to be used, among
other things, to elect our nominees to the Com-
mercial Intertech Board, replacing the current
directors.
REMEMBER -- IT IS MANAGEMENT'S REFUSAL TO MEET WITH
US OR PERMIT YOU TO ACCEPT OUR OFFER THAT HAS FORCED US TO TAKE
THESE TIME-CONSUMING STEPS. TAKE THAT FIRST STEP AND VOTE YOUR
BLUE-STRIPED PROXY TODAY.
SEND A MESSAGE TO THE COMMERCIAL INTERTECH BOARD
THAT YOU WANT TO CONSIDER OUR $30 OFFER.
VOTE YOUR BLUE-STRIPED PROXY TODAY!
IT IS IMPORTANT TO RECEIVE YOUR AUTHORIZATION FOR US
TO PURCHASE A CONTROL SHARE. UNLESS YOU WANT TO ENDORSE MAN-
AGEMENT'S UNILATERAL ATTEMPT TO PREVENT YOU FROM CONSIDERING
OUR $30 OFFER, WE ASK YOU TO PLEASE RETURN THE BLUE-STRIPED
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
We look forward to the vote from Commercial Intertech
shareholders providing us with the ability to purchase a con-
trol share. Please take a moment to vote your BLUE-STRIPED
proxy today.
Sincerely,
/s/ William R. Holland
WILLIAM R. HOLLAND
Chairman and Chief Executive Officer<PAGE>
If you have questions or need assistance in voting or
tendering your shares please contact:
MacKenzie
Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
