SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMERCIAL INTERTECH CORP.
(Name of Subject Company)
OPUS ACQUISITION CORPORATION,
A Wholly Owned Indirect 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)
004626107
(CUSIP Number of Class of Securities)
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)
Copy to:
PAMELA S. SEYMON, ESQ.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Telephone: (212) 403-1000<PAGE>
This Schedule 14D-1 Tender Offer Statement (this "State-
ment") amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commis-
sion (the "Commission") on July 12, 1996 (as amended from time
to time, 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 Cana-
dian corporation ("Parent"). This Statement relates to a ten-
der 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 Com-
mercial Intertech Corp., an Ohio corporation (the "Subject Com-
pany"), at a price of $30.00 per Common Share (and associated
Right), net to the seller in cash, without interest thereon
(the "Offer Price"), upon the terms and subject to the condi-
tions set forth in the Revised Offer to Purchase, dated July
16, 1996 (the "Offer to Purchase") and in the related Revised
Letter of Transmittal (the "Letter of Transmittal") (which, as
amended from time to time, together constitute the "Offer").
The Offer amends the terms of the Purchaser's original offer
made on July 12, 1996, which was made at a price of $27 per
Common Share (and associated Right). Capitalized terms used
herein and not otherwise defined shall have the meanings as-
cribed to them in the Offer to Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(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 Identi-
fication Number on Substitute Form W-9.*
_____________________
* Previously filed.
-1-<PAGE>
(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 Do-
minion 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 by Parent and the Purchaser with the Securi-
ties 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 (incorpo-
rated by reference to the Schedule 14A filed by Parent and the
Purchaser 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.*
(a)(14) Revised Offer to Purchase, dated July 16, 1996.*
(a)(15) Revised Letter of Transmittal.*
(a)(16) Revised Notice of Guaranteed Delivery.*
(a)(17) Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(18) Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(19) Summary Advertisement, dated July 16, 1996.*
(a)(20) Press Release, dated July, 19, 1996.*
(a)(21) Letter, dated July 19, 1996, from William R. Hol-
land, Chairman and Chief Executive Officer and Parent to Paul
J. Powers, Chairman and Chief Executive Officer of the Com-
pany.*
(a)(22) Definitive Proxy Statement of United Dominion In-
dustries Limited and Opus Acquisition Corporation relating to a
Special Meeting of Shareholders of Commercial Intertech Corp.
-2-<PAGE>
pursuant to Section 1701.831 of the Ohio Revised Code (incorpo-
rated by reference to the Schedule 14A filed by Parent and the
Purchaser with the Securities and Exchange Commission on July
24, 1996).
(a)(23) Definitive Solicitation Statement of United Do-
minion 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 by Parent and the Purchaser with the Securi-
ties and Exchange Commission on July 24, 1996).
(a)(24) Press Release, dated July 25, 1996.
(a)(25) Definitive Additional Soliciting Material of
United Dominion Industries Limited and Opus Acquisition Corpo-
ration relating to a Special Meeting of Shareholders of Com-
mercial Intertech Corp. pursuant to Section 1701.831 of the
Ohio Revised Code (incorporated by reference to a Schedule 14A
filed by Parent and the Purchaser with the Securities and Ex-
change Commission on July 26, 1996).
(a)(26) Preliminary Proxy Statement of United Dominion
Industries Limited and Opus Acquisition Corporation relating to
a Special Meeting of Shareholders of Commercial Intertech Corp.
(incorporated by reference to a Schedule 14A filed by Parent
and the Purchaser with the Securities and Exchange Commission
on July 26, 1996).
(b)(1) Credit Agreement, dated June 20, 1996, among Par-
ent 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)(1) 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.*
(g)(2) First Amended Complaint in United Dominion Indus-
tries Limited et al. v. Commercial Intertech Corp. et al.,
filed in the United States District Court for the Southern Dis-
trict of Ohio, Eastern Division on July 15, 1996.*
-3-<PAGE>
(g)(3) Second Amended Complaint in United Dominion In-
dustries Limited et al. v. Commercial Intertech Corp. et al.,
filed in the United States District Court for the Southern Dis-
trict of Ohio, Eastern Division on July 19, 1996.*
____________________
* Previously filed.
-4-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this State-
ment is true, complete and correct.
Dated: July 26, 1996 OPUS ACQUISITION CORPORATION
By: /s/ B. Bernard Burns, Jr.
Name: B. Bernard Burns, Jr.
Title: Vice President and
Secretary
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ B. Bernard Burns, Jr.
Name: B. Bernard Burns, Jr.
Title: Senior Vice President
General Counsel and
Secretary
-5-<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
(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, Deal-
ers, 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 In-
tertech Corp., together with the form of
Appointment of Designated Agents relating
thereto (incorporated by reference to the
Schedule 14A filed by Parent and the Pur-
chaser with the Securities and Exchange
Commission on July 12, 1996)...............
(a)(11) Preliminary Proxy Statement of United Do-
minion Industries Limited and Opus Acquisi-
tion Corporation relating to a Special
Meeting of Shareholders of Commercial In-
tertech Corp. pursuant to Section 1701.831
of the Ohio Revised Code (incorporated by
reference to the Schedule 14A filed by Par-
ent and the Purchaser with the Securities
and Exchange Commission on July 12, 1996).
<PAGE>
Exhibit Page
Number Exhibit Name Number
(a)(12) Press Release dated July 12, 1996.*........
(a)(13) Press Release dated July 15, 1996.*........
(a)(14) Revised Offer to Purchase, dated July 16,
1996.*.....................................
(a)(15) Revised Letter of Transmittal.*............
(a)(16) Revised Notice of Guaranteed Delivery.*....
(a)(16) Revised Notice of Guaranteed Delivery.*....
(a)(17) Revised Letter to Brokers, Dealers, Com-
mercial Banks, Trust Companies and Other
Nominees.*.................................
(a)(18) Revised Letter to Clients for use by Bro-
kers, Dealers, Commercial Banks, Trust Com-
panies and Other Nominees.*................
(a)(19) Summary Advertisement, dated July 16,
1996.*.....................................
(a)(20) Press Release, dated July, 19, 1996.*......
(a)(21) Letter, dated July 19, 1996, from William
R. Holland, Chairman and Chief Executive
Officer and Parent to Paul J. Powers,
Chairman and Chief Executive Officer of the
Company.*..................................
(a)(22) Definitive Proxy Statement of United Domin-
ion 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 refer-
ence to the Schedule 14A filed by Parent
and the Purchaser with the Securities and
Exchange Commission on July 24, 1996)......
<PAGE>
Exhibit Page
Number Exhibit Name Number
(a)(23) Definitive Solicitation Statement of United
Dominion Industries Limited and Opus Acqui-
sition Corporation to call a Special Meet-
ing of Shareholders of Commercial Intertech
Corp., together with the form of Appoint-
ment of Designated Agents relating thereto
(incorporated by reference to the Schedule
14A filed by Parent and the Purchaser with
the Securities and Exchange Commission on
July 24, 1996).............................
(a)(24) Press Release, dated July 25, 1996.........
(a)(25) Definitive Additional Soliciting Material
of United Dominion Industries Limited and
Opus Acquisition Corporation relating to a
Special Meeting of Shareholders of Com-
mercial Intertech Corp. pursuant to Section
1701.831 of the Ohio Revised Code (incorpo-
rated by reference to a Schedule 14A filed
by Parent and the Purchaser with the Secu-
rities and Exchange Commission on July 26,
1996)......................................
(a)(26) Preliminary Proxy Statement of United Do-
minion Industries Limited and Opus Acquisi-
tion Corporation relating to a Special
Meeting of Shareholders of Commercial In-
tertech Corp. (incorporated by reference to
a Schedule 14A filed by Parent and the Pur-
chaser with the Securities and Exchange
Commission on July 26, 1996)...............
(b)(1) Credit Agreement, dated June 20, 1996,
among Parent and the other banks and finan-
cial institutions listed therein (incorpo-
rated 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 be-
tween the Royal Bank of Canada and Parent.*
(g)(1) 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.*..
<PAGE>
Exhibit Page
Number Exhibit Name Number
(g)(2) First Amended Complaint in United Dominion
Industries Limited et al. v. Commercial
Intertech Corp. et al., filed in the United
States District Court for the Southern Dis-
trict of Ohio, Eastern Division on July 15,
1996.*.....................................
(g)(3) Second Amended Complaint in United Dominion
Industries Limited et al. v. Commercial
Intertech Corp. et al., filed in the United
States District Court for the Southern Dis-
trict of Ohio, Eastern Division on July 19,
1996.*.....................................
____________________
* Previously filed.
<PAGE>
Exhibit (a)(24)
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.
COURT PERMITS UNITED DOMINION'S SOLICITATION OF AGENT
DESIGNATIONS FROM COMMERCIAL INTERTECH SHAREHOLDERS TO
COMMENCE
CHARLOTTE, NC (July 25, 1996) -- United Dominion
Industries (NYSE, TSE: UDI) announced today that the U.S. Dis-
trict Court for the Southern District of Ohio has denied a mo-
tion by Commercial Intertech Corp. (NYSE: TEC) to enjoin
United Dominion's solicitation of agent designations to call a
special meeting of Commercial Intertech shareholders. United
Dominion is seeking to call this special meeting to remove the
obstacles to its $30 per share cash tender offer for all of the
outstanding common shares of Commercial Intertech.
"Today's court action is a clear victory for Commer-
cial Intertech shareholders," William R. Holland, United Domin-
ion's chairman and chief executive officer, said.
"We are delighted that the way has now been cleared
for Commercial Intertech's shareholders to receive information
about our proposal and for them to make their own decision,
despite the company's efforts to the contrary," he said. "We
<PAGE>
firmly believe our cash offer of $30 per share, a 57 percent
premium over TEC's closing price on June 27, represents sig-
nificantly more value and considerably less risk to Commercial
Intertech shareholders than the defensive course of action be-
ing unilaterally pursued by TEC's management
and board of directors," Mr. Holland said.
Commercial Intertech's unsuccessful motion for a temporary
restraining order also sought to enjoin United Dominion from
soliciting proxies for the meeting of TEC shareholders called
for August 30 to consider United Dominion's acquisition pro-
posal under the Ohio Control Share Acquisition statute.
United Dominion said it has begun soliciting proxies
for the Control Share meeting and agent designations to call a
special shareholder meeting, as soon as 40 percent of TEC
shareholders authorize it. At this special meeting, United
Dominion will propose, among other things, to remove all of
Commercial Intertech's directors and replace them with a
smaller slate of United Dominion nominees to facilitate comple-
tion of its proposed acquisition.
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