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).
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(4) and 0-11.
[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: $500
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Opus Acquisition Corporation and United Dominion
Industries Limited
(4) Date Filed: July 24, 1996
<PAGE>
[Letterhead of United Dominion]
July 27, 1996
Dear Commercial Intertech Shareholder:
United Dominion is offering to purchase all of the
outstanding common shares of Commercial Intertech at a cash
price of $30 per share, a 57% PREMIUM over Commercial
Intertech's pre-offer closing price.
Since our efforts to negotiate with the Company's
management and directors have been rejected, we are taking our
offer directly to you, the owners of the Company. Instead of
negotiating, YOUR Board of Directors has "stonewalled" in favor
of their plan to BREAK-UP THE COMPANY, INCREASE THE COMPANY'S
DEBT AND REPURCHASE STOCK FROM SELECTED SHAREHOLDERS. Your
Board of Directors is attempting to accomplish its plan on an
accelerated basis before you have an opportunity to decide what
is in YOUR best interest.
YOU, NOT THE BOARD OF DIRECTORS, OWN THE COMPANY. DO
NOT LET THEM SPIN-OFF CUNO WITHOUT HEARING YOUR VIEWS. PLEASE
PROMPTLY DELIVER YOUR WHITE AGENT DESIGNATION CARD TO UNITED
DOMINION TO PROVIDE FOR THE CALLING OF A SPECIAL MEETING OF
SHAREHOLDERS TO VOTE ON THE PROPOSALS DESCRIBED IN THE ACCOMPA-
NYING SOLICITATION STATEMENT.
After carefully reviewing the Board's plan to break-
up the Company and increase its leverage, United Dominion be-
lieves that the BOARD'S PROPOSAL provides a value to sharehold-
ers which is GROSSLY INADEQUATE when compared to United
Dominion's $30 per share cash offer. In fact, on July 26 the
market valued Commercial Intertech's stock at $27 per share,
confirming the inadequacy of the Board's plan and reflecting
the market's concern that the Company's stock price will drop
even further if the Board is successful in its strategy of
breaking up the Company. DO NOT LET THE BOARD IMPAIR THE VALUE
OF YOUR INVESTMENT WITHOUT GIVING YOU A VOICE IN THIS IMPORTANT
MATTER.
Furthermore:
By breaking-up the Company, the Board's unilateral
actions will create the ultimate "TAX POISON PILL."
The Board will be DIMINISHING THE VALUE OF YOUR IN-
VESTMENT in Commercial Intertech in order to prevent
United Dominion from consummating the proposed acqui-
sition as a result of unfavorable tax implications.
-1-<PAGE>
The hasty spin-off of Cuno may also create
SEVERE ADVERSE TAX CONSEQUENCES for sharehold-
ers, because it may be fully taxable to you as a
dividend. You deserve the protection of an
Internal Revenue Service ruling which your Board
is unwilling to attempt to obtain.
To finance the share repurchase program, Commer-
cial Intertech will increase its level of debt
by approximately $70 million. As a result, the
Company, will be substantially mor leveraged
than it is today, CREATING LESS VALUE AND INCUR-
RING GREATER RISK for shareholders than our pre-
mium offer.
Unlike Commercial Intertech's Board, United Dominion
does not want to break the Company into pieces. United Domin-
ion is a 114 year-old company with more than 11,000 employees
around the world working to build value for the benefit of all
United Dominion shareholders and employees through internal
growth and strategic acquisitions. UNITED DOMINION DESIRES TO
ACQUIRE AND KEEP THE ENTIRE COMPANY AND CREATE SIGNIFICANT OP-
PORTUNITIES FOR GROWTH.
Just look at United Dominion's track record of suc-
cessful acquisitions. In the past six years alone, United Do-
minion has acquired fifteen businesses. Subsequent to these
acquisitions, the total workforce at these companies has in
fact grown. United Dominion is convinced that its offer is in
the best interest of both shareholders and Commercial
Intertech's employees.
In order to ensure that you as a shareholder have
your rightful say, you must take the following action.
RETURN THE ENCLOSED WHITE CARD TODAY!
YOU SHOULD RETURN BOTH THE WHITE AND BLUE-STRIPED
CARDS AS SOON AS POSSIBLE TO RETURN THE GOVERNANCE OF COMMER-
CIAL INTERTECH TO ITS SHAREHOLDERS WHERE IT RIGHTFULLY BELONGS.
If you have questions or need assistance, please call
MacKenzie Partners, Inc., which is assisting United Dominion
with the tender offer, at 800-322-2885. We also welcome you to
call us directly at 800-956-4509. Thank you for your support.
Sincerely,
/s/ William R. Holland
WILLIAM R. HOLLAND
Chairman and Chief Executive Officer
-2-
