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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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COMMERCIAL INTERTECH CORP.
(NAME OF SUBJECT COMPANY)
OPUS ACQUISITION CORPORATION,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
UNITED DOMINION INDUSTRIES LIMITED
(BIDDERS)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
201709102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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B. BERNARD BURNS, JR.
OPUS ACQUISITION CORPORATION
UNITED DOMINION INDUSTRIES LIMITED
2300 ONE FIRST UNION CENTER
301 SOUTH COLLEGE STREET
CHARLOTTE, NC 28202-6039
TELEPHONE: (704) 347-6800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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Copy to:
PAMELA S. SEYMON
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
TELEPHONE: (212) 403-1000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$496,493,820 $99,299
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* For purposes of calculation of the filing fee only. Assumes the purchase,
at a purchase price of $ per Common Share, of 16,549,794 Common Shares of
the Subject Company, representing all of such Common Shares outstanding on
a fully diluted basis (assuming the conversion of each of the 1,039,657
shares of the Subject Company's ESOP Convertible Preferred Stock Series B
into 1.235 Common Shares, and the exercise of 617,051 options to acquire
Common Shares and excluding 1,000 Common Shares owned by the Bidders). The
above calculation is based on the most recent publicly available data for
the Subject Company (including the Subject Company's Schedule 14D-9 filed
on July 12, 1996 which disclosed that the Subject Company repurchased
847,600 Common Shares on July 12, 1996).
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th
of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(A)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $93,946 Filing Party: Same
Form or Registration No.: 14D-1 Date Filed: July 12, 1996
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This Schedule 14D-1 Tender Offer Statement (this "Statement") amends and
supplements the Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission (the "Commission") on July 12, 1996 (the
"Schedule 14D-1") by Opus Acquisition Corporation, a Delaware corporation (the
"Purchaser") and an indirect wholly owned subsidiary of United Dominion
Industries Limited, a Canadian corporation ("Parent"). This Statement relates to
a tender offer to purchase all outstanding common shares, par value $1.00 per
share (the "Common Shares"), and, unless and until the Purchaser declares the
Rights Condition (as defined in the Offer to Purchase) has been satisfied, the
associated preferred share purchase rights (the "Rights") issued pursuant to the
Rights Agreement (as defined in the Offer to Purchase), of Commercial Intertech
Corp., an Ohio corporation (the "Subject Company").
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated July 15, 1996.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Summary Advertisement, dated July 12, 1996.*
(a)(8) Press Release, dated July 11, 1996.*
(a)(9) Press Release, dated July 12, 1996.*
(a)(10) Preliminary Solicitation Statement of United Dominion Industries
Limited and Opus Acquisition Corporation to call a Special Meeting of
Shareholders of Commercial Intertech Corp., together with the form of
Appointment of Designated Agents relating thereto (incorporated by reference to
the Schedule 14A filed with the Securities and Exchange Commission on July 12,
1996).
(a)(11) Preliminary Proxy Statement of United Dominion Industries Limited
and Opus Acquisition Corporation relating to a Special Meeting of Shareholders
of Commercial Intertech Corp. pursuant to Section 1701.831 of the Ohio Revised
Code (incorporated by reference to the Schedule 14A filed with the Securities
and Exchange Commission on July 12, 1996).
(a)(12) Press Release, dated July 12, 1996.
(a)(13) Press Release, dated July 15, 1996.
(b)(1) Credit Agreement, dated June 20, 1996, among Parent and the other
banks and financial institutions listed therein (incorporated by reference to
Exhibit 10.2(a) of Parent's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 12, 1996).
(b)(2) Commitment Letter dated July 11, 1996 between the Royal Bank of
Canada and Parent.*
(g) Complaint in United Dominion Industries Limited et. al. v. Commercial
Intertech Corp. et. al., filed in the United States District Court for the
Southern District of Ohio, Eastern Division on July 11, 1996.*
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* Previously filed.
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SIGNATURE
After due 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.
Dated: July 15, 1996 OPUS ACQUISITION CORPORATION
By: /s/ B. BERNARD BURNS, JR.
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Name: B. Bernard Burns, Jr.
Title: Vice President
and Secretary
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ B. BERNARD BURNS, JR.
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Name: B. Bernard Burns, Jr.
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(a)(1) Offer to Purchase, dated July 12, 1996.* ..................................
(a)(2) Letter of Transmittal.* ...................................................
(a)(3) Notice of Guaranteed Delivery.* ...........................................
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.* ................................................................
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.* ............................................
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.* .....................................................
(a)(7) Summary Advertisement, dated July 12, 1996.* ..............................
(a)(8) Press Release, dated July 11, 1996.* ......................................
(a)(9) Press Release, dated July 12, 1996.* ......................................
(a)(10) Preliminary Solicitation Statement of United Dominion Industries Limited
and Opus Acquisition Corporation to call a Special Meeting of Shareholders
of Commercial Intertech Corp., together with the form of Appointment of
Designated Agents relating thereto (incorporated by reference to the
Schedule 14A filed with the Securities and Exchange Commission on July 12,
1996). ....................................................................
(a)(11) Preliminary Proxy Statement of United Dominion Industries Limited and Opus
Acquisition Corporation relating to a Special Meeting of Shareholders of
Commercial Intertech Corp. pursuant to Section 1701.831 of the Ohio Revised
Code (incorporated by reference to the Schedule 14A filed with the
Securities and Exchange Commission on July 12, 1996). .....................
(a)(12) Press Release, dated July 12, 1996.
(a)(13) Press Release, dated July 15, 1996.
(b)(1) Credit Agreement, dated June 20, 1996, among Parent and the other banks and
financial institutions listed therein (incorporated by reference to Exhibit
10.2(a) of Parent's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on July 12, 1996). ................................
(b)(2) Commitment Letter dated July 11, 1996 between the Royal Bank of Canada and
Parent.* ..................................................................
(g) Complaint in United Dominion Industries Limited et. al. v. Commercial
Intertech Corp. et. al., filed in the United States District Court for the
Southern District of Ohio, Eastern Division on July 11, 1996.* ............
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* Previously filed.
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Exhibit (a)(12)
[Letterhead of United Dominion Industries Limited]
Contacts:
Media - Robert L. Shaffer
(704) 347-6875 o.
(704) 366-2780 h.
TEC Shareholders & Analysts -
Stanley J. Kay, Jr. of MacKenzie Partners
(212) 929-5940
FOR IMMEDIATE RELEASE
UNITED DOMINION RESPONDS TO COMMERCIAL
INTERTECH'S REJECTION OF ITS TENDER OFFER,
REMAINS COMMITTED TO COMBINATION OF THE COMPANIES
CHARLOTTE, NC (July 12, 1996) -- United Dominion Industries (NYSE, TSE:
UDI), said it is disappointed that directors of Commercial Intertech, Corp.
(NYSE: TEC) have rejected its $27 per share tender offer for all outstanding
common shares of Commercial Intertech and that it will evaluate all
alternatives that would enable it to complete the acquisition.
United Dominion said that it continues to believe that a negotiated
transaction provides substantially more value and less risk for all Commercial
Intertech shareholders than the actions announced today by TEC directors. United
Dominion also reaffirmed its commitment to pursuing the combination of the two
companies.
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Exhibit (a)(13)
[UNITED DOMINION LETTERHEAD]
N E W S
CONTACTS:
Media - Robert L. Shaffer FOR IMMEDIATE RELEASE
(704) 347-6875 o.
(704) 366-2780 h.
TEC Shareholders & Analysts -
Stanley J. Kay, Jr. of MacKenzie Partners
(212) 929-5940 o.
UNITED DOMINION INDUSTRIES INCREASES OFFER FOR
COMMERCIAL INTERTECH COMMON STOCK TO $30 PER SHARE
CHARLOTTE, NC (July 15, 1996) -- United Dominion Industries (NYSE; TSE;
UDI), today announced that it has increased the price to be paid pursuant to
its cash tender offer for all outstanding common shares, including associated
preferred share purchase rights, of Commercial Intertech Corp. (NYSE: TEC) from
$27 to $30 per share, or approximately 57 percent more than TEC's share closing
price on June 27 when United Dominion first publicly announced its acquisition
proposal. Including the assumption of TEC debt, the aggregate transaction value
of the revised offer is now approximately $550 million.
United Dominion also responded to the plan announced Friday by
Commercial Intertech's board of directors to thwart United Dominion's offer by
repurchasing up to 2.5 million common shares and spinning off 100 percent of
the company's Cuno Division.
William R. Holland, United Dominion's chairman and chief executive
officer, described the share buy-back effort as "egregious and clearly unfair
to TEC shareholders because it discriminates against certain shareholders
without providing full and adequate disclosure."
. . . more
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"In our judgment, buying back its shares in the open market Friday from
primarily large institutional investors and arbitrageurs is strong evidence of
TEC management's and board of directors' clear intentions to entrench
themselves further rather than to afford all shareholders an opportunity to
decide the future direction of the company," he said.
Mr. Holland also cited the proposed 100 percent spin-off of Cuno as
additional evidence of the extreme and reactive nature of TEC's unilateral
response, taken without first giving its shareholders an opportunity to
consider United Dominion's offer. In a filing with the Securities and Exchange
Commission on Friday, Commercial Intertech indicated that its board had
previously considered and rejected the 100 percent spin-off of Cuno. Now, in
the face of United Dominion's offer, the board has proposed the spin-off
despite the admitted tax risk to shareholders without even obtaining an
Internal Revenue Service ruling or approval by the company's owners.
Mr. Holland indicated that United Dominion will continue to seek a
special meeting of TEC shareholders to enable them to make an informed
decision regarding United Dominion's offer after carefully comparing its value
against TEC's reactive alternative plan.
"United Dominion's revised offer of $30 per share incorporates the
synergistic opportunities possible only through the combination of United
Dominion and Commercial Intertech and not available to TEC, or its Cuno
Division, on a stand-alone basis," Mr. Holland said.
"We are confident that Commercial Intertech shareholders will conclude
that United Dominion's cash proposal offers significantly more value and
considerably less risk than the leveraged alternative proposed by Commercial
Intertech's management and board of directors," he said.
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