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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. 5)
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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:
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<S> <C> <C>
STUART Z. KATZ, ESQ. HERBERT S. WANDER, ESQ. LEIGH B. TREVOR, ESQ.
FRIED, FRANK, HARRIS, KATTEN MUCHIN & ZAVIS JONES, DAY, REAVIS & POGUE
SHRIVER & JACOBSON 525 WEST MONROE STREET-SUITE 1600 NORTH POINT
ONE NEW YORK PLAZA CHICAGO, ILLINOIS 60661-3693 901 LAKESIDE AVENUE
NEW YORK, NEW YORK 10004 (312) 902-5200 CLEVELAND, OHIO 44114
(212) 859-8000 (216) 586-7247
</TABLE>
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This Amendment No. 5 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 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Item 6 is hereby amended and supplemented by adding the following:
The following table lists purchases of Shares by the Company on July 23,
1996, made pursuant to the Repurchase Program. Except as set forth herein or
as previously reported in the Schedule 14D-9, the Company has not effected any
transactions in the Shares during the past 60 days.
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<CAPTION>
NUMBER OF
SHARES PRICE PER
PURCHASED SHARE
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<S> <C>
25,000 29
35,000 28 7/8
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60,000
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2. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented by adding the following:
(a) Litigation.
On July 19, 1996, United Dominion filed a motion in its litigation against
the Company seeking leave of the Court to file a Second Amended Complaint. On
July 22, 1996, the Company filed a brief opposing United Dominion's motion and
challenging its standing to bring additional claims contained in the proposed
Second Amended Complaint. Also, on July 23, 1996, the Company filed a motion
seeking an order enjoining the Revised Offer and United Dominion's and OAC's
associated proxy and agent designation solicitations because of certain false
and misleading disclosures in materials filed with the SEC. The Company seeks
an order requiring United Dominion to make curative disclosures to correct the
false and misleading disclosures and enjoining United Dominion's tender offer
and associated proxy and agent designation solicitations for a period of time
following the curative disclosures.
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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 23, 1996
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