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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. 9)
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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. 9 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, Paul J. Powers, the Chairman of the Board, President and
Chief Executive Officer, sent a letter to the shareholders of the Company, a
copy of which is attached as Exhibit 99.1 and which is incorporated herein 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. Letter to Shareholders, sent on July 29, 1996, by Paul J.
Powers.
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 29, 1996
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Letter to Shareholders, sent on July 29, 1996, by Paul J.
Powers.
</TABLE>
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EXHIBIT 99.1
(R) [LOGO] COMMERCIAL INTERTECH
Dear Fellow Shareholder:
We are writing to you about an urgent matter concerning the future of your
investment in Commercial Intertech.
You may have received, or will likely soon receive, two communications from
United Dominion Industries, Ltd. attempting to solicit your proxy with respect
to United Dominion's proposed "control share acquisition" of Commercial
Intertech shares and a consent to hold a special meeting of Commercial
Intertech shareholders in the near future.
It is very important that you do not sign, respond or agree to anything that
United Dominion sends to you at this time, including signing United Dominion's
BLUE-STRIPED proxy card or WHITE Agent Designation Form. WE STRONGLY RECOMMEND
THAT YOU WAIT UNTIL RECEIVING MATERIALS SHORTLY FROM COMMERCIAL INTERTECH,
BEFORE DOING ANYTHING.
Your vote, and each and every vote, is critical. United Dominion only needs
to receive the votes of 40 percent of all shares outstanding in order to call
its meeting in order to seek to implement its inadequate, $30 per share
takeover of Commercial Intertech.
We have a strategic plan which we believe will lead to significantly greater
value for Commercial Intertech's shareholders than United Dominion's
inadequate offer.
Our strategic plan, which includes the spin-off to you, our shareholders, of
the Company's wholly-owned Cuno Incorporated filtration subsidiary and the
repurchase of a portion of the Company's shares, is designed to maximize both
short- and long-term value for shareholders.
United Dominion is trying to capture for itself the anticipated higher stock
market valuation for Cuno which would otherwise be unlocked for you through
the spin-off and subsequent establishment of a separate public trading market
for Cuno.
United Dominion's move to hastily call a shareholder meeting is an obvious
attempt to prevent the spin-off from happening and to pressure you to act
quickly in order to be able to carry out its inadequate and unwanted offer to
take over your company, which your Board has determined is not in your best
interests.
Again, we urge shareholders not to take any action until you have received
our materials, and not to execute any United Dominion proxy or agent
designation at this time.
If you have any questions about this process or need further assistance,
please call our proxy solicitor, Morrow & Co., Inc. toll-free at 1-800-566-
9061.
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We are excited about Commercial Intertech's future, and believe we have the
right strategic plan in place to make the most of our potential in the long-
term.
Thank you for your support.
Sincerely,
/s/ Paul J. Powers
Paul J. Powers
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 (32,088 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); 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).
