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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. 8)
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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 60661-36931 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. 8 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 26,
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.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PRICE PER
PURCHASED SHARE
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<S> <C>
40,000 27 1/4
</TABLE>
2. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On July 26, 1996, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 and which is incorporated herein by reference.
3. 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 26, 1996, issued by the Company.
2
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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 26, 1996
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Press Release, dated July 26, 1996, issued by the Company.
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
COMMERCIAL INTERTECH ISSUES STATEMENT IN RESPONSE TO UNITED
DOMINION'S INTENT TO BEGIN CONSENT SOLICITATION
Youngstown, Ohio: July 26, 1996--A spokesman for Commercial Intertech Corp.
(NYSE: TEC) today said: "We intend to vigorously oppose United Dominion's
solicitation, which is designed solely to facilitate its inadequate offer to
take over the company.
"United Dominion is attempting to stampede our shareholders into action in an
effort to preclude them from receiving the benefit of the implementation of
our strategic plan, which includes the spin-off of Cuno, our fast growing
fluid filtration unit. We are determined to ensure that United Dominion does
not succeed in its blatant attempt to capture for itself the value of Cuno and
the long-term benefits of our strategic plan.
"We urge shareholders not to take any action until they have received our
materials."
# # #
The following is a list of the names and shareholdings of individuals who may
be deemed to be "participants" in the solicitation of proxies or revocation of
agent designations by Commercial Intertech in opposition to United Dominion
and OAC's solicitation of proxies for a "control share" meeting and their
solicitation of agent designations to call a special meeting (information with
respect to shareholdings includes common shares, shares issuable pursuant to
options exercisable within 60 days, and preferred shares): Paul J. Powers
(329,041 shares); Mark G. Kachur (32,086 shares); Bruce C. Wheatley (34,714
shares); Hubert Jacobs van Merlen (13,103 shares); John Gilchrist (32,032
shares); William J. Bresnahan (300 shares); Charles B. Cushwa III (220,380
shares); William W. Cushwa (238,925 shares); John M. Galvin (5,750 shares);
Richard J. Hill (10,397 shares); Neil D. Humphrey (6,635 shares); William E.
Kassling (5,000 shares); Gerald C. McDonough (4,500 shares); C. Edward Midgley
(10,000 shares); George M. Smart (2,750 shares); Don E. Tucker (136,855
shares); Robert A. Calcagni (58,463 shares); Gilbert M. Manchester (33,994
shares); and Steven J. Hewitt (23,880 shares).
