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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
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COMMERCIAL INTERTECH CORP.
(NAME OF SUBJECT COMPANY)
COMMERCIAL INTERTECH CORP.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
201709 10 2
(CUSIP NUMBER OF CLASS SECURITIES)
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GILBERT M. MANCHESTER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
COMMERCIAL INTERTECH CORP.
1775 LOGAN AVENUE
YOUNGSTOWN, OH 44501
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
STUART Z. KATZ, ESQ. HERBERT S. WANDER, ESQ. LEIGH B. TREVOR, ESQ.
FRIED, FRANK, HARRIS, KATTEN MUCHIN & ZAVIS JONES, DAY, REAVIS
SHRIVER & JACOBSON 525 WEST MONROE STREET-SUITE 1600 & POGUE
ONE NEW YORK PLAZA CHICAGO, ILLINOIS 60661-3693 NORTH POINT
NEW YORK, NEW YORK 10004 (312) 902-5200 901 LAKESIDE AVENUE
(212) 859-8000 CLEVELAND, OHIO 44114
(216) 586-7247
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This Amendment No. 10 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9") filed with the
Securities and Exchange Commission (the "SEC") on July 12, 1996 by Commercial
Intertech Corp., an Ohio corporation (the "Company"), relating to the offer by
Opus Acquisition Corporation, a Delaware corporation ("OAC") and an indirect
wholly owned subsidiary of United Dominion Industries Limited, a Canadian
corporation ("United Dominion"), to purchase for cash all outstanding common
shares, par value $1.00 per share (the "Common Shares"), of the Company,
together with the associated preferred share purchase rights (the "Rights"
and, together with the Common Shares, the "Shares"). Capitalized terms used
but not defined herein have the meanings previously set forth in the Schedule
14D-9.
1. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On July 29, 1996, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 and which is incorporated by reference.
2. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 99.1 Press Release, dated July 29, 1996, issued by the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Gilbert M. Manchester
By: _________________________________
NAME: GILBERT M. MANCHESTER
TITLE: VICE PRESIDENT AND GENERAL COUNSEL
Dated: July 29, 1996
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Press Release, dated July 29, 1996, issued by the Company.
</TABLE>
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EXHIBIT 99.1
Contact: Bruce C. Wheatley Jim Fingeroth/Ruth Pachman/
Commercial Intertech Andrea Bergofin
330-740-8580 Kekst and Company
212-593-2655
FOR IMMEDIATE RELEASE
COMMERCIAL INTERTECH BOARD DECLARES SPIN-OFF OF
FAST-GROWING CUNO FLUID FILTRATION SUBSIDIARY
-- Key Element In Strategic Plan to Unlock Significant Shareholder Value --
-- Full Benefit of Cuno Market Appreciation Potential Will Go To
Commercial Intertech Shareholders, Not United Dominion --
Youngstown, Ohio: July 29, 1996--Commercial Intertech Corp. (NYSE: TEC)
announced today that its Board of Directors has declared a dividend to
Commercial Intertech common shareholders of 100 percent of the common stock of
Cuno Incorporated, its fluid filtration and purification subsidiary. The new
Cuno shares will be distributed on the basis of one common share of Cuno for
each Commercial Intertech common share outstanding, payable to holders of
record as of the close of business on August 9, 1996.
Paul J. Powers, Chairman of the Board and Chief Executive Officer of
Commercial Intertech, said, "The spin-off of Cuno is a key step in our
strategic plan to unlock value for Commercial Intertech shareholders, and
fulfills the plan established earlier this year to separate Cuno from
Commercial Intertech. Today's action will also ensure that our shareholders,
rather than United Dominion Industries, Ltd., will realize the full benefits
of Cuno's leading position in the worldwide fluid filtration business and its
long-term growth potential."
Cuno has grown steadily over the last five years. Its revenues have increased
from $131.0 million in fiscal 1991 to $162.7 million in fiscal 1995, and its
operating income has risen from $5.9 million to $10.8 million over the same
period. For the first six months of fiscal 1996 ended April 30, 1996, Cuno
posted revenues of $86.1 million, up 11% from $77.3 the first six months of
1995, and operating income of $7.6 million, up 63% from $4.7 million in the
prior year period.
Commercial Intertech also announced that it has entered into a new $190
million credit facility with a group of banks led by Mellon Bank, N.A. The new
facility will provide funds for Cuno, and, among other purposes, completion of
Commercial Intertech's previously announced 2.5 million share repurchase
program, under which the company has repurchased approximately 1.9 million
shares to date.
Commercial Intertech also announced that its Board of Directors today declared
a regular quarterly cash dividend on Commercial Intertech's common stock of
$.135 per share, payable September 13, 1996, to shareholders of record on
August 30, 1996.
"The separation of Commercial Intertech and Cuno will provide our shareholders
with the full benefit of the higher stock market multiple valuation for Cuno
that is expected to result, and should enable each of the companies to realize
their full potential as independent companies," Mr. Powers added. "We are very
optimistic about the prospects of both companies. Commercial Intertech will
concentrate on its core industrial businesses. Cuno is an outstanding company,
with an excellent record and fine growth prospects. The Board of Directors and
management of each of Commercial Intertech and Cuno will be focused on
delivering superior value to shareholders in the long term."
Mr. Powers noted that the spin-off will permit each of the companies to
establish compensation plans that relate directly to the performance of their
respective businesses and will allow management of each company to focus
better on the development of their respective businesses. In addition, Cuno's
publicly traded common stock should provide an attractive currency for growth
through future acquisitions.
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