COMMERCIAL INTERTECH CORP, PREN14A, 1996-07-12

COMMERCIAL INTERTECH CORP
PREN14A, 1996-07-12
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

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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:

/X/ Preliminary Proxy Statement

/ / Definitive Proxy Statement

/ / 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).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: Common
Shares, par value $1.00 per share ("Common Shares"), including Common
Shares issuable upon conversion of ESOP Convertible Preferred Stock
Series B, without par value (the "Preferred Shares" and, together with
the Common Shares, the "Shares")

(2) Aggregate number of securities to which transaction applies: 17,397,394
Common Shares, consisting of 15,497,367 outstanding Common Shares,
1,283,976 Common Shares issuable upon conversion of 1,039,657
outstanding Preferred Shares and 617,051 Common Shares reserved for
issuance upon exercise of outstanding options to acquire Common Shares
(less 1,000 Common Shares owned by United Dominion Industries Limited
or any of its affiliates)

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): As provided
by Rule 0-11(c), the filing fee is based upon 1/50th of 1% of $27, the
amount to be paid per Common Share, multiplied by 17,397,394 Common
Shares

(4) Proposed maximum aggregate value of transaction: $469,729,638

(5) Total fee paid: $93,946

/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: $93,946

(2) Form, Schedule or Registration Statement No.: Schedule 14D-1

(3) Filing Party: Opus Acquisition Corporation and United Dominion
Industries Limited

(4) Date Filed: July 12, 1996

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PRELIMINARY MATERIALS DATED JULY 12, 1996
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The information included herein is as it is expected to be
when the definitive proxy statement is mailed
to shareholders of Commercial Intertech Corp.
This proxy statement will be revised to reflect
actual facts at the time of filing of
the definitive proxy statement.
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PROXY STATEMENT
OF
UNITED DOMINION INDUSTRIES LIMITED
AND
OPUS ACQUISITION CORPORATION
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
UNDER SECTION 1701.831
OF THE OHIO REVISED CODE
OF
COMMERCIAL INTERTECH CORP.
TO BE HELD ON AUGUST , 1996

This Proxy Statement and the accompanying BLUE-STRIPED proxy card are being
furnished to holders of outstanding Common Shares, par value $1.00 per share
("Common Shares"), and ESOP Convertible Preferred Shares Series B, without par
value ("Preferred Shares" and, together with the Common Shares, the "Shares"),
of Commercial Intertech Corp., an Ohio corporation (the "Company"), in
connection with the solicitation of proxies to be used for the purposes
described herein at a Special Meeting of Shareholders of the Company to be held
on August , 1996, and at any adjournments or postponements thereof (the
"Special Meeting"). As used herein, unless the context otherwise requires, the
term "Common Shares" shall include the associated Rights (as defined below).
BLUE-STRIPED proxies are being solicited by United Dominion Industries Limited,
a Canadian corporation ("Parent"), and by Opus Acquisition Corporation (the
"Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of
Parent, for the purpose of considering and voting on the proposal described
below. This Proxy Statement and the accompanying BLUE-STRIPED Proxy card are
first being sent or given to shareholders on or about July , 1996. The record
date for the Special Meeting is July , 1996 (the "Record Date"). The principal
executive offices of the Company are located at 1775 Logan Avenue, Youngstown,
Ohio 44510.

Parent and the Purchaser are soliciting proxies to authorize, in accordance
with Section 1701.831 (the "Ohio Control Share Acquisition Law") of the Ohio
Revised Code (the "ORC"), the acquisition by Parent and the Purchaser (or one or
more subsidiaries of Parent) of Common Shares that, when added to all other
Shares in respect of which Parent and the Purchaser may exercise or direct the
exercise of voting power in the election of the Company's directors, would
entitle Parent and the Purchaser to exercise at least a majority of such voting
power.

On July 12, 1996, the Purchaser commenced a tender offer to purchase (the
"Offer") all of the outstanding Common Shares (including the associated Rights
(as defined below)) for $27 per Common Share net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in an
Offer to Purchase dated July 12, 1996, as the same may be amended from time to
time (the "Offer to Purchase"), and the related Letter of Transmittal (the
"Letter of Transmittal").

As more fully described below under "OHIO CONTROL SHARE ACQUISITION LAW,"
the Ohio Control Share Acquisition Law requires shareholder authorization to be
obtained before any person may acquire any interest in Shares that would entitle
such person directly or indirectly to control 20% or more of

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the voting power of the Company in the election of its directors. The Special
Meeting of shareholders of the Company has been called by the Company's Board of
Directors pursuant to the Ohio Control Share Acquisition Law for the purpose of
voting on the proposed acquisition (the "Acquisition Proposal") of outstanding
Common Shares by the Purchaser and Parent (or one or more subsidiaries of
Parent) as contemplated by and in accordance with the terms and conditions of
the Offer to Purchase. The Special Meeting is scheduled to be held on August ,
1996 at a time and place to be announced by the Company in the notice of the
Special Meeting to be sent by the Company to the Company's shareholders.

COMMON SHARES WILL NOT BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER
UNLESS, AMONG OTHER THINGS, (1) THE ACQUISITION BY THE PURCHASER OF COMMON
SHARES PURSUANT TO THE OFFER IS AUTHORIZED BY THE SHAREHOLDERS OF THE COMPANY AT
THE SPECIAL MEETING OR (2) THE PURCHASER, IN ITS SOLE DISCRETION, IS SATISFIED
THAT THE PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW ARE INVALID OR
INAPPLICABLE TO SUCH ACQUISITION. ACCORDINGLY, IF YOU WANT THE OPPORTUNITY TO
RECEIVE $27 NET PER COMMON SHARE IN CASH PURSUANT TO THE OFFER, WE URGE YOU TO
SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED BLUE-STRIPED PROXY IN FAVOR OF THE
ACQUISITION PROPOSAL.

SHAREHOLDER AUTHORIZATION OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE YOU
TO TENDER YOUR COMMON SHARES TO THE PURCHASER. CONSUMMATION OF THE OFFER,
HOWEVER, IS CONDITIONED UPON, AMONG OTHER THINGS, AUTHORIZATION BY SHAREHOLDERS
OF THE COMPANY OF THE ACQUISITION PROPOSAL (OR THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION, THAT THE OHIO CONTROL SHARE ACQUISITION LAW IS INVALID OR
INAPPLICABLE TO SUCH ACQUISITION). ACCORDINGLY, IT IS IMPORTANT THAT
SHAREHOLDERS WHO WISH TO TENDER THEIR COMMON SHARES TO THE PURCHASER PURSUANT TO
THE OFFER VOTE FOR THE AUTHORIZATION OF THE ACQUISITION PROPOSAL ON THE ENCLOSED
BLUE-STRIPED PROXY CARD.

Tendering Common Shares pursuant to the Offer will NOT constitute a vote in
favor of the Acquisition Proposal. Instead, you must vote by using the enclosed
BLUE-STRIPED proxy card or by voting in person at the Special Meeting.

If you have any questions about the voting of Shares, the Offer or the
Acquisition Proposal, please contact MacKenzie Partners at 156 Fifth Avenue, New
York, New York 10010, or by telephone at 212-929-5500 (call collect) or
800-322-2885 (toll free).

VOTING AT THE SPECIAL MEETING

At the Special Meeting, shareholders of the Company will be asked (i) to
approve a resolution of the Company's shareholders authorizing the Acquisition
Proposal and (ii) to confer authority to the proxies named in the accompanying
proxy to initiate and vote for one or more proposals to adjourn the Special
Meeting for any reason, including to allow the solicitation of additional votes,
if necessary, to authorize the Acquisition Proposal under the Ohio Control Share
Acquisition Law (the "Adjournment Proposal").

According to the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1996, as of June 1, 1996, there were 15,497,367 Common Shares
and, as of April 30, 1996, 1,039,657 Preferred Shares outstanding. According to
the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders (the
"Annual Meeting Proxy Statement"), the Common Shares and the Preferred Shares
vote together as a single class, with each Common Share entitled to one vote and
each Preferred Share entitled to one and one-half votes with respect to the
Acquisition Proposal (provided that, as described herein, votes of Shares which
are "Interested Shares" may be excluded for certain purposes) and any
Adjournment Proposal. The Company's Amended Articles of Incorporation (the
"Company Articles"), however, provide that each Preferred Share is entitled only
to one vote. Parent and the Purchaser believe that in any shareholder vote in
which the Common Shares and Preferred Shares vote together as a single class,
the Preferred Shares are not entitled to one and

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one-half votes per Preferred Share, and Parent and the Purchaser commenced an
action against the Company and its directors on July 11, 1996 in the United
States District Court for the Southern District of Ohio, Eastern Division (the
"Ohio Federal District Court"), seeking, among other things, a declaratory
judgment that the Preferred Shares are entitled to only one vote per share and
an injunction against the recognition of any altered or increased voting rights
for the Preferred Shares. See "CERTAIN LEGAL MATTERS" below.

The Preferred Shares are held of record by Mellon Bank, N.A., as trustee
(the "Trustee") for the Company's Employee Stock Ownership Plan and Retirement
Stock Ownership and Savings Plan (the "ESOPs"). According to the Annual Meeting
Proxy Statement, the trusts for these plans (the "ESOP Trusts") contain
pass-through voting provisions for the participants of the ESOPs, with Preferred
Shares that are allocated to a participant's account voted by the Trustee as
instructed by the participant and Preferred Shares that either are not allocated
to any participant's account or are allocated but for which no instruction from
the participant has been received by the Trustee voted by the Trustee
proportionately as the allocated shares for which instructions were received are
voted. See "CERTAIN LEGAL MATTERS" below. PARTICIPANTS IN THE ESOPS CAN ONLY
VOTE SHARES HELD IN THE ESOPS ON THEIR BEHALF BY INSTRUCTING THE ESOP TRUSTEE ON
THE FORM THAT WILL BE PROVIDED TO PARTICIPANTS FOR THAT PURPOSE. ESOP
PARTICIPANTS CAN NOT VOTE SHARES ALLOCATED TO THEIR ESOP ACCOUNT BY EXECUTING
THE ACCOMPANYING BLUE-STRIPED PROXY CARD.

Parent and the Purchaser believe that, notwithstanding the express terms of
the trust document, the Trustee has a fiduciary duty under the Employee
Retirement Income Security Act of 1974 ("ERISA") to exercise its discretion with
respect to voting Shares held in the ESOP which are allocated to any
participant's account but for which no instructions are received by it and for
all Shares held in the ESOP which are not allocated to any participant's
account. Parent and the Purchaser also believe that the indemnification
provisions in favor of the Trustee contained in the ESOP trust documents, which
provide full indemnification for the Trustee only for actions taken upon the
written direction of the participants and in accordance with the terms of the
ESOP, violate ERISA. The United States Department of Labor (the "DOL") has
successfully advanced similar positions in a federal district court case, which
is currently on appeal, arising out of a tender offer in which the target
company's employee stock ownership plan provided that tendering decisions were
to be passed-through to participants with respect both to allocated and
unallocated shares, and that a failure to direct by a participant should be
interpreted by the trustee as an instruction not to tender. The court in Reich
v. NationsBank of Georgia, N.A. concluded that it is not appropriate for
participants in an employee stock ownership plan to make tendering decisions
with respect to unallocated shares (due to "an inherent conflict of interest").
The court also stated that "when a trustee receives no affirmative direction
regarding allocated shares, the trustee must take exclusive responsibility for
decisions regarding these shares." (Moreover, the DOL has taken the position
that, under the fiduciary requirements of ERISA, an ESOP trustee must override
participant instructions if following them would be imprudent.) In Martin v.
NationsBank of Georgia, N.A., an earlier opinion in the same federal district
court proceeding, the court granted partial summary judgment to the DOL on its
claim that indemnification rights in favor of a trustee of an employee stock
option plan that differed depending on whether or not the trustee followed
participant voting and tendering instructions violated ERISA. The court stated
that the indemnification agreement, which created "a financial incentive for the
Trustee to breach its fiduciary obligations under ERISA," compromised the
trustee's independent judgment and thus violated ERISA.

Authorization of the Acquisition Proposal pursuant to the Ohio Control
Share Acquisition Law requires (i) the affirmative vote of the holders of a
majority of the voting power represented by Shares present at the Special
Meeting in person or by proxy, (ii) the affirmative vote of the holders of a
majority of the voting power represented by such Shares excluding Shares that
are "Interested Shares" (as such term is defined below) and (iii) the presence
of a quorum at the Special Meeting. The Ohio Control Share Acquisition Law
provides that a quorum shall be deemed to be present at the Special Meeting if
at least a majority of the voting power of the Shares, and a majority of such
voting power excluding the voting power of Shares that are "Interested Shares,"
are represented at such meeting in person or by proxy.

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A VOTE IN FAVOR OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE THAT YOU
TENDER COMMON SHARES IN THE OFFER. APPROVAL OF THE ACQUISITION PROPOSAL WILL
HELP MAKE IT POSSIBLE FOR YOU TO HAVE THE OPPORTUNITY TO DECIDE FOR YOURSELF
WHETHER TO ACCEPT THE OFFER AND RECEIVE $27 NET PER COMMON SHARE IN CASH. If you
are a shareholder of record on July , 1996 (the "Record Date"), you will be
entitled to vote at the Special Meeting even if you have tendered your Shares in
the Offer.

Whether or not you plan to attend the Special Meeting, we urge you to vote
FOR authorization of the Acquisition Proposal and FOR the Adjournment Proposal
by so indicating on the accompanying BLUE-STRIPED proxy card and immediately
mailing it in the enclosed envelope. You may revoke a proxy at any time before
it is voted by delivering a written notice of revocation or a later dated proxy
for the Special Meeting to Commercial Intertech Corp., 1775 Logan Avenue,
Youngstown, Ohio 44510. Parent and Purchaser request that you send a copy of any
revocation sent to the Company to United Dominion Industries Limited, 2300 One
First Union Center, Charlotte, North Carolina 28202-6039, c/o B. Bernard Burns,
Jr., Senior Vice President, General Counsel and Secretary. Proxies may also be
revoked at the Special Meeting; however, attendance at the Special Meeting will
not in and of itself revoke a proxy. Unless revoked in the manner set forth
above, proxies in the form accompanying this Proxy Statement will be voted at
the Special Meeting in accordance with your instructions. In the absence of such
instructions, such proxies will be voted FOR the Acquisition Proposal and FOR
any Adjournment Proposal.

Any abstention from voting on a proxy will count as a vote withheld, will
be included in computing the number of Shares present for purposes of
determining whether a quorum is present at the Special Meeting, and will have
the same practical effect as a vote AGAINST the Acquisition Proposal or any
Adjournment Proposal. If a broker indicates on a proxy that it does not have
discretionary authority as to certain Shares to vote on the Acquisition Proposal
or any Adjournment Proposal (a "broker non-vote"), those Shares will also be
considered present for purposes of determining the presence of a quorum but not
entitled to vote with respect to the applicable proposal and will also have the
same practical effect as a vote AGAINST the Acquisition Proposal or any
Adjournment Proposal.

THE OFFER

On July 12, 1996, the Purchaser commenced the Offer. The purpose of the
Offer and the Proposed Merger (as defined below) is to enable the Purchaser to
acquire control of, and the entire equity interest in, the Company. The Offer,
as the first step in the acquisition of the Company, is intended to facilitate
the acquisition of all outstanding Shares. Parent intends, following the
completion of the Offer, to seek to have the Company consummate a merger or
similar business combination with the Purchaser or another subsidiary of Parent
at the same price per Common Share to be paid in the Offer (the "Proposed
Merger"), subject to the terms and conditions described in the Offer to
Purchase. The Offer is subject to certain terms and conditions described in the
Offer to Purchase.

A Schedule 14D-1 (the "Schedule 14D-1"), which includes the Offer to
Purchase and was filed by the Purchaser and Parent with the Securities and
Exchange Commission (the "Commission") on July 12, 1996, and all amendments
thereto may be obtained from the Commission, upon payment of the Commission's
customary charges, by writing to its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549. Such material is also
available for inspection and copying at the principal office of the Commission
at the address set forth immediately above, at the Commission's regional offices
at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Such material should also be available on-line through the Commission's
EDGAR system.

IF THE ACQUISITION PROPOSAL IS NOT AUTHORIZED BY THE SHAREHOLDERS OF THE
COMPANY AT THE SPECIAL MEETING, THEN COMMON SHARES WILL NOT BE ACCEPTED FOR
PAYMENT PURSUANT TO THE OFFER UNLESS THE PURCHASER IS SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF THE OHIO CONTROL

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SHARE ACQUISITION LAW ARE INVALID OR INAPPLICABLE TO THE ACQUISITION BY THE
PURCHASER OF COMMON SHARES PURSUANT TO THE OFFER.

BY VOTING IN FAVOR OF THE ACQUISITION PROPOSAL, A SHAREHOLDER IS NOT
REQUIRED TO TENDER COMMON SHARES IN THE OFFER AND WOULD NOT BE PROHIBITED FROM
LATER VOTING AGAINST ANY OTHER PROPOSED CONTROL SHARE ACQUISITION OR BUSINESS
COMBINATION INVOLVING THE COMPANY, PARENT OR THE PURCHASER. SHAREHOLDER
AUTHORIZATION OF THE ACQUISITION PROPOSAL WOULD HELP MAKE IT POSSIBLE FOR YOU TO
HAVE THE OPPORTUNITY TO ELECT TO SELL YOUR COMMON SHARES TO PURCHASER PURSUANT
TO THE OFFER.

OHIO CONTROL SHARE ACQUISITION LAW

The Ohio Control Share Acquisition Law provides that unless the articles of
incorporation or the regulations of an issuing public corporation provide
otherwise, any control share acquisition of such corporation shall be made only
with the prior authorization of the shareholders. An "issuing public
corporation" is a corporation organized for profit under the laws of Ohio, with
50 or more shareholders, that has its principal place of business, principal
executive offices or substantial assets in Ohio, and as to which there is no
close corporation agreement in existence. The Company is an issuing public
corporation, as so defined.

THE FOLLOWING IS A SUMMARY OF THE OHIO CONTROL SHARE ACQUISITION LAW.

A "control share acquisition" means the acquisition, directly or
indirectly, by any person of shares of an issuing public corporation that, when
added to all other shares of the issuing public corporation in respect of which
such person may exercise or direct the exercise of voting power, would entitle
such person, immediately after such acquisition, directly or indirectly, alone
or with others, to control any of the following ranges of voting power of such
issuing public corporation in the election of directors: (a) one-fifth or more
but less than one-third of such voting power, (b) one-third or more but less
than a majority of such voting power, or (c) a majority or more of such voting
power. An acquisition of shares of an issuing public corporation, however, does
not constitute a control share acquisition if, among other things, the
acquisition is consummated pursuant to a merger, consolidation or other
transaction effected in compliance with any of Sections 1701.78, 1701.781 or
1701.83 of the ORC if the issuing public corporation is the surviving or new
corporation in the merger or consolidation or is the acquiring corporation in
the combination or majority share acquisition.

Any person who proposes to make a control share acquisition must deliver an
"acquiring person statement" to the issuing public corporation, which statement
shall include: (a) the identity of the acquiring person, (b) a statement that
the acquiring person statement is given pursuant to the Ohio Control Share
Acquisition Law, (c) the number of shares of the issuing public corporation
owned, directly or indirectly, by such acquiring person, (d) the range of voting
power in the election of directors under which the proposed acquisition would,
if consummated, fall (i.e., in excess of 20%, 33 1/3% or 50%), (e) a description
of the terms of the proposed acquisition and (f) representations of the
acquiring person that the acquisition will not be contrary to law and that such
acquiring person has the financial capacity to make the proposed acquisition
(including the facts upon which such representations are based). The Purchaser
and Parent delivered an acquiring person statement (the "Acquiring Person
Statement") to the Company on July 12, 1996.

Within ten days of receipt of a qualifying acquiring person statement, the
directors of the issuing public corporation must call a special shareholders
meeting to vote on the proposed acquisition. Unless the acquiring person
otherwise agrees, the meeting must be held within 50 days of receipt of such
statement. However, the acquiring person may, and Parent and the Purchaser did,
request in the Acquiring Person Statement, that the meeting be held no sooner
than 30 days after the receipt of such statement. The Special Meeting cannot be
held later than certain other special meetings of shareholders called by the
issuing public corporation in compliance with the ORC after receipt of a
qualifying acquiring person statement.

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The issuing public corporation is required to send a notice of the special
meeting as promptly as reasonably practicable to all shareholders of record as
of the record date set for such meeting, together with a copy of the acquiring
person statement and a statement of the issuing public corporation, authorized
by its directors, of its position or recommendation, or that it is taking no
position, with respect to the proposed control share acquisition.

The Ohio Control Share Acquisition Law provides that an acquiring person
may make the proposed control share acquisition only if, (a) at a meeting at
which a quorum is present, a majority of the voting power entitled to vote in
the election of directors represented (in person or by proxy) at such meeting
and a majority of such voting power excluding "Interested Shares," authorize the
control share acquisition and (b) such acquisition is consummated, in accordance
with the terms so authorized, within 360 days following such authorization.
"Interested Shares" is defined in the ORC to mean (x) shares as to which any of
the following may exercise or direct the exercise of voting power in the
election of directors: (i) an acquiring person, (ii) an officer of the issuing
public corporation elected or appointed by its directors or (iii) any employee
of the issuing public corporation who is also a director of such corporation and
(y) shares of the issuing public corporation acquired, directly or indirectly,
by any person or group for valuable consideration during the period beginning
with the date of the first public disclosure of a proposed control share
acquisition of the issuing public corporation or any proposed merger,
consolidation or other transaction which would result in a change in control of
the corporation or all or substantially all of its assets, and ending on the
date of any special meeting of the corporation's shareholders held thereafter
pursuant to the Ohio Control Share Acquisition Law for the purpose of voting on
a control share acquisition proposed by an acquiring person, if either of the
following apply: (i) the aggregate consideration paid or otherwise given by the
person who acquired the shares, and any other persons acting in concert with
such person, for all shares exceeds $250,000 or (ii) the number of shares
acquired by the person who acquired the shares, and any other persons acting in
concert with such person, exceeds 1/2 of 1% of the outstanding shares of the
corporation entitled to vote in the election of directors (the "Interested
Shares" described in this sentence are referred to herein as "Disqualified
Shares"). See "CERTAIN LEGAL MATTERS" below.

Dissenters' rights are not available to shareholders of an issuing public
corporation in connection with the authorization of a control share acquisition.

THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW AND THE RELATED PROVISIONS
OF THE ORC. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE OHIO CONTROL SHARE ACQUISITION LAW AND THE ORC.

CERTAIN LEGAL MATTERS

On July 11, 1996, Parent and the Purchaser commenced an action in the Ohio
Federal District Court against the Company, the directors of the Company, the
Acting Commissioner of Securities of the Ohio Division of Securities, the
Director of Commerce of the Ohio Department of Commerce and the State of Ohio
seeking among other things, that the Court declare unconstitutional and enjoin
application of Sections 1707.041, 1707.042, 1707.23 and 1707.26 of the ORC
(collectively, the "Ohio Take-Over Act") and certain provisions of the Ohio
Control Share Acquisition Law that impair the voting rights of the Disqualified
Shares. In March, 1995, in Luxottica Group S.p.A. v. The United States Shoe
Corporation, the Ohio Federal District Court issued an order declaring invalid
such provisions of the Ohio Control Share Acquisition Law. Without prejudice to
its position that the Ohio Take-Over Act is unconstitutional, on July 12, 1996,
Parent and the Purchaser submitted Form 041 under the Ohio Take-Over Act,
including a copy of the Schedule 14D-1 relating to the Offer, to the Ohio
Division.

The complaint also alleges that refusal by the directors of the Company to
redeem the preferred share purchase rights associated with the Common Shares
(the "Rights") constitutes a breach of the directors' fiduciary duties. The
Complaint seeks, among other things, that the Court enjoin the Company and its
directors from taking any steps to enforce or amend the Rights, and require that
the Rights be redeemed and

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that the provisions in the Rights that purport to prohibit persons elected to
the Company's Board of Directors who were not nominated by the current directors
of the Company from redeeming the Rights (or otherwise rendering the Rights
inapplicable to the Offer) for 180 days (the "180-Day Restriction") be deleted.

The complaint further alleges that the Preferred Shares held of record by
the trustee for the Company's ESOPs are not entitled to one and one-half votes
per share under Ohio law and the Company's Amended Articles of Incorporation and
Code of Regulations, but rather that each Preferred Share is entitled to one
vote. The complaint seeks, among other things, a declaratory judgment that the
Preferred Shares are entitled to only one vote per share and an injunction
against the recognition of any altered or increased voting rights for the
Preferred Shares.

In addition, the ESOP Trusts contain certain pass-through voting provisions
described under "VOTING AT THE SPECIAL MEETING" above. Parent and the Purchaser
believe that, notwithstanding the express terms of the trust document, the
Trustee has a fiduciary duty under ERISA to exercise its discretion with respect
to voting Shares held in the ESOP which are allocated to any participant's
account but for which no instructions are received by it and for all Shares held
in the ESOP which are not allocated to any participant's account. Parent and the
Purchaser also believe that the indemnification provisions in favor of the
Trustee contained in the ESOP trust documents, which provide full
indemnification for the Trustee only for actions taken upon the written
direction of the participants and in accordance with the terms of the ESOP,
violate ERISA. The DOL has successfully advanced similar positions in a federal
district court case. See "VOTING AT THE SPECIAL MEETING" above.

OTHER MATTERS

Except as set forth herein, neither Parent nor the Purchaser is aware of
any other substantive matter to be considered at the Special Meeting. However,
if any other matter properly comes before the Special Meeting, the proxies also
confer authority to the persons named in the accompanying proxy to vote the
Shares to which the proxy relates on such matter at their discretion.

A copy of the Acquiring Person Statement (without attachments) delivered to
the Company by the Purchaser and Parent accompanies this Proxy Statement. The
Acquiring Person Statement and the Offer to Purchase contain important
information and should be read by shareholders before any decision is made with
respect to voting on the Acquisition Proposal.

Only holders of record of Shares as of the close of business on the Record
Date will be entitled to vote. If you are a shareholder of record on the Record
Date, you will retain your voting rights for the Special Meeting even if you
sell such Shares after the Record Date or if you tender such Shares pursuant to
the Offer, whether before or after the Record Date. The tender of Common Shares
pursuant to the Offer does not constitute the grant to Parent or the Purchaser
of a proxy or any voting rights with respect to the tendered Common Shares until
such time as such Common Shares are accepted for payment by the Purchaser.
Accordingly, it is important that you vote the Common Shares held by you on the
Record Date, or grant a proxy to vote such Common Shares on the BLUE-STRIPED
proxy card even if you sell such Common Shares after the Record Date or tender
such Common Shares pursuant to the Offer.

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can execute a proxy for
such Shares and will do so only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute the BLUE-STRIPED proxy card.

Participants in the ESOPs can only vote Shares held in the ESOPs on their
behalf by instructing the ESOP trustee on the form that will be provided to
participants for that purpose. ESOP participants cannot vote Shares allocated to
their ESOP accounts by executing the accompanying BLUE-STRIPED proxy card.

PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING BLUE-STRIPED PROXY CARD
PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND
MAILING THE ACCOMPANYING BLUE-STRIPED PROXY CARD, ANY PROXY PREVI-

7
<PAGE> 9

OUSLY SIGNED BY YOU WITH RESPECT TO THE ACQUISITION PROPOSAL WILL BE
AUTOMATICALLY REVOKED.

SOLICITATION OF PROXIES

Proxies may be solicited by mail, telephone, telecopier or the Internet and
in person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Parent or the Purchaser, none of whom will
receive additional compensation for such solicitations. Parent has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of its solicitation materials to the beneficial owners of the Shares
they hold of record. Parent will reimburse these record holders for customary
clerical and mailing expenses incurred by them in forwarding these materials to
their customers.

Parent has retained MacKenzie Partners, Inc. ("MacKenzie Partners") for
solicitation and advisory services in connection with (i) this solicitation,
(ii) the solicitation of agent designations to call a special meeting of the
Company's shareholders (the "Other Special Meeting") to, among other things,
remove the Company's incumbent directors and elect replacement directors, all as
further described in the Offer to Purchase and (iii) the solicitation of proxies
for the Other Special Meeting, if it is called. Parent has also retained
MacKenzie Partners to act as Information Agent in connection with the Offer.
Parent will pay MacKenzie Partners reasonable and customary compensation for all
such services and will reimburse MacKenzie Partners for reasonable out-of-pocket
expenses in connection therewith. Parent has agreed to indemnify MacKenzie
Partners against certain liabilities and expenses in connection with the Offer,
including, without limitation, certain liabilities under the federal securities
laws. MacKenzie Partners will solicit proxies from individuals, brokers, bank
nominees and other institutional holders.

Schroder Wertheim & Co. Incorporated ("Schroder Wertheim") is acting as
Dealer Manager in connection with the Offer and as Parent's financial advisor
with respect to the Offer and the Proposed Merger. As compensation for such
services, Parent has agreed to pay or cause to be paid to Schroder Wertheim a
fee of $500,000 upon commencement of the Offer. Parent has agreed to pay or
cause to be paid to Schroder Wertheim an additional fee of $3,500,000 contingent
upon consummation of a Transaction. "Transaction" has been defined as an
acquisition by Parent of the Company by way of (i) merger, (ii) purchase of all
or a portion of the assets or stock of the Company, (iii) obtaining 50% or more
voting control of the common stock of the Company or effective control of the
Board of Directors of the Company through a proxy or similar solicitation, or
(iv) otherwise. Parent has also agreed that, in the event a Transaction is not
consummated, Parent will pay to Schroder Wertheim 10% of any profits Parent
receives upon its disposition of, or otherwise received in respect of,
securities of the Company acquired by it, or 10% of any break-up fee Parent
receives from the Company (in each case, less any fees paid to Schroder Wertheim
at the commencement of the Offer). In addition, Parent has agreed to reimburse
Schroder Wertheim for certain reasonable out-of-pocket expenses incurred in
connection with the Offer and the Proposed Merger or otherwise arising out of
Schroder Wertheim's engagement, and has also agreed to indemnify Schroder
Wertheim (and certain affiliated persons) against certain liabilities and
expenses, including, without limitation, certain liabilities under the federal
securities laws.

Schroder Wertheim may from time to time in the future render various
investment banking services to Parent and its affiliates, for which it is
expected it would be paid customary fees. In the ordinary course of business,
Schroder Wertheim and its affiliates may actively trade the securities of Parent
and the Company for their own account and for the account of customers and
accordingly may, at any time, hold long or short positions in such securities.

In connection with Schroder Wertheim's engagement as financial advisor,
Parent anticipates that certain employees of Schroder Wertheim may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are Company shareholders for the purpose of
assisting in the solicitation of proxies for the Special Meeting, as well as for
the solicitation of agent designations to call the Other Special Meeting and
proxies for the Other Special Meeting. Schroder Wertheim will not receive any
fee for or in connection with such solicitation activities apart from the fees
which it is otherwise entitled to receive as described above.

8
<PAGE> 10

The entire expense of soliciting proxies for the Special Meeting is being
borne by Parent or a subsidiary of Parent. Neither Parent nor any such
subsidiary will seek reimbursement for such expenses from the Company. Costs
incidental to these proxies include expenditures for printing, postage, legal
and related expenses and are expected to be approximately $ . Total costs
incurred to date in furtherance of or in connection with these proxies are
approximately $ .

If the Purchaser should terminate, or materially amend the terms of, the
Offer prior to the Special Meeting, Parent or the Purchaser will disseminate
such information regarding such changes to the Company shareholders and, in
appropriate circumstances, will provide the Company shareholders with a
reasonable opportunity to revoke their proxies prior to the Special Meeting.

SHAREHOLDER PROPOSALS

According to the Annual Meeting Proxy Statement, the deadline for receipt
of shareholders' proposals for inclusion in the Company's 1997 proxy material is
October 1, 1996.

OTHER INFORMATION

Parent is a corporation organized under the Canada Business Corporations
Act and is headquartered in Charlotte, North Carolina. Parent's businesses
manufacture proprietary engineered products for industrial and building
customers worldwide. Parent's Industrial Products Segment serves selected
markets with engineered equipment for heating, air drying and purification,
fluid handling, heat exchange, compaction, food processing and aerospace
applications. Parent's Building Products Segment manufactures a variety of
complementary products, ranging from steel doors to loading dock equipment to
complete pre-engineered metal buildings systems, primarily for the
non-residential construction market.

The Purchaser is a newly incorporated Delaware corporation and an indirect
wholly-owned subsidiary of Parent which to date has not conducted any business
other than in connection with the Offer and the Proposed Merger. The principal
executive offices of Parent and the Purchaser are located at 2300 One First
Union Center, 301 South College Street, Charlotte, North Carolina 28202. United
Dominion Industries, Inc., a Delaware corporation and a direct wholly-owned
subsidiary of Parent, owns all the outstanding shares of the Purchaser.

Certain information about the directors and executive officers of Parent
and the Purchaser and certain employees and other representatives of Parent who
may also assist MacKenzie Partners in soliciting proxies is set forth in the
attached Schedule I. Schedule II sets forth certain information relating to
Common Shares owned by Parent, the Purchaser, and other representatives.
Schedule III sets forth certain information, as made available in public
documents, regarding Shares held by the Company's principal shareholders and its
management.

THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE PURCHASER'S OFFER IS BEING MADE ONLY BY MEANS OF
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL. FOR ADDITIONAL COPIES OF
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, CALL THE INFORMATION AGENT
FOR THE OFFER, MACKENZIE PARTNERS, AT 212-929-5500 (CALL COLLECT) or
800-322-2885 (TOLL FREE).

PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED BLUE-STRIPED PROXY CARD AND RETURNING IT
PROMPTLY TO UNITED DOMINION INDUSTRIES LIMITED, C/O B. BERNARD BURNS, JR., 2300
ONE FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28202-6039, IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED
STATES.

YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING
BLUE-STRIPED PROXY CARD PROMPTLY.

9
<PAGE> 11

United Dominion Industries Limited
Opus Acquisition Corporation

July 12, 1996

10
<PAGE> 12

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND THE PURCHASER

PARENT

The following table sets forth the name, business or residence address,
principal occupation or employment at the present time and during the last five
years, and the name, principal business and address of any corporation or other
organization in which such employment is conducted or was conducted of each
director and executive officer of Parent. Except for Messrs. Crossgrove, Grant,
MacKay, McDonald, Scott, Stinson, Allan Taylor and George Taylor, who are
citizens of Canada, each of the Parent's directors and executive officers is a
citizen of the United States. The business address of each executive officer of
Parent is 2300 One First Union Center, Charlotte, North Carolina 28202. Each
occupation set forth opposite a person's name, unless otherwise indicated,
refers to employment with Parent. Directors are indicated by an asterisk.

11
<PAGE> 13

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
MATERIAL OCCUPATIONS FOR PAST
FIVE YEARS,
NAME, PRINCIPAL BUSINESS AND
BUSINESS (B) OR RESIDENCE (R) ADDRESS OF
NAME ADDRESS PRINCIPAL OFFICE OF EMPLOYER
- - ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
R. Stuart Dickson*............ (b)2000 Two First Union Center Chairman of the Executive
Charlotte, NC 28282 Committee, Ruddick
Corporation, an industrial
thread, regional supermarket
and venture capital company,
2000 Two First Union Center,
Charlotte, NC 28282, from 1994
to present. Chairman, Ruddick
Corporation, from 1968 to
1994.
James A. Grant*............... (b)Suite 3900 Partner of Stikeman, Elliott,
1155 Rene Levesque Blvd. W. a law firm, Commerce Court
Montreal, Quebec H3B 3V2 West, Suite 5300, Toronto,
Canada Ontario M5L IB9, Canada, from
1970 to present. Chairman of
Executive Committee of
Stikeman, Elliott since 1988.
William R. Holland*........... Chairman since 1987 and Chief
Executive Officer since 1986.
Russell C. King, Jr.*......... (r)2376E Dunwoody Crossing Retired since May 30, 1994.
Atlanta, GA 30338 President and Chief Operating
Officer, Sonoco Products
Company, an international
manufacturer of packaging
products, 1 North Second
Street, P.O. Box 160,
Hartsville, SC 29551, from
1990 to 1994.
H. John McDonald*............. (b)Suite 2800, 2 Bloor St. Chairman, Black & McDonald
East Limited, an international
Toronto, Ontario M4W 1A8 mechanical and electrical
Canada contracting company, Suite
2800, 2 Bloor St. East,
Toronto, Ontario M4W 1A8,
Canada, since 1984.
Dalton D. Ruffin*............. (r)2841 Galsworthy Dr. Retired since January 1, 1989.
Winston-Salem, NC 27106
I. Barry Scott*............... (r)96 Churchill Road Baie Retired since February 28,
d'Urfe, Quebec H9X 2Y3 1995. Chairman and Chief
Canada Executive Officer of CP Rail
System, a transportation
division of Canadian Pacific
Limited, 910 Peel Street, Room
215, P.O. Box 6042, Station
Centre-ville, Montreal, Quebec
H3C 3E4, Canada, from 1985 to
1995.
William W. Stinson*........... (b)Suite 800, Place du Canada Retired since May 1, 1996.
P.O. Box 6042, Chairman of Canadian Pacific
Station Centre-ville Limited, a transportation,
Montreal, Quebec H3C 3E4 energy, real estate and hotel
Canada company, Suite 800, Place du
Canada,
P.O. Box 6042, Station
Centre-ville, Montreal, Quebec
H3C 3E4, Canada from 1989 to
1996. Chief Executive Officer
of Canadian Pacific Limited
from 1985 to 1996.
</TABLE>

12
<PAGE> 14

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
MATERIAL OCCUPATIONS FOR PAST
FIVE YEARS,
NAME, PRINCIPAL BUSINESS AND
BUSINESS (B) OR RESIDENCE (R) ADDRESS OF
NAME ADDRESS PRINCIPAL OFFICE OF EMPLOYER
- - ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Allan R. Taylor, O.C.*........ (r)The Chedington Manor Retired since January 31,
1 Chedington Place, Suite 2A 1995. Chairman, Royal Bank of
North York, Ontario M4N 3R4 Canada, a financial
Canada institution, Royal Bank Plaza,
Toronto, Ontario M5J 2J5,
Canada, from 1986 to 1995.
George S. Taylor*............. (b)120 Adelaide St. W Retired since December 31,
Suite 1850 1995. President and Chief
Toronto, Ontario M5J 2T3 Executive Officer, John Labatt
Canada Limited, a brewing company,
Labatt House BCE Place, P.O.
Box 811, Suite 200-181 Bay
St., Toronto, Ontario M5J 2T3,
Canada, from 1992 to 1995.
Executive Vice President, John
Labatt Limited, from 1985 to
1992.
Jan K. Ver Hagen*............. President and Chief Operating
Officer since 1994. Vice
Chairman, Emerson Electric
Co., a manufacturer of a broad
range of electrical and
electronic products, 8000 W.
Florissant Ave., St. Louis,
Missouri 63136, from 1988 to
1994.
Robert E. Drury............... Executive Vice President and
Chief Administrative Officer
since 1995. Chief Financial
Officer from 1992 to 1995, and
Senior Vice President from
1993 to 1995. Vice President
from 1987 to 1993.
Richard A. Bearse............. Senior Vice President since
1996. President and Chief
Executive Officer, Flair
Corporation, a manufacturer of
air filtration and dehydration
equipment, 4647 S.W. 40th
Avenue, Ocala, Florida 34474,
from 1992 to 1995. President
and Chief Executive Officer,
Pneumatic Products
Corporation, a subsidiary of
Flair, from 1991 to 1992.
B. Bernard Burns, Jr.......... General Counsel and Secretary
since 1992, and Senior Vice
President since 1993. Vice
President from 1989 to 1993.
Glenn A. Eisenberg............ Senior Vice President and
Chief Financial Officer since
1995. Vice President of
Planning and Development from
1992 to 1995. Director of
Corporate Finance and Investor
Relations since 1991. Manager
of Treasury Analysis and
Services from 1990 to 1991.
John G. MacKay................ Senior Vice President since
1995. Various positions with
Parent since 1990, including
President-- Industrial
Products segment.
</TABLE>

13
<PAGE> 15

14
<PAGE> 16

THE PURCHASER

The name and position with the Purchaser of each director and executive
officer of the Purchaser are set forth below. The business address, present
principal occupation or employment, five-year employment history and citizenship
of each person is set forth above. Directors are indicated by an asterisk.

<TABLE>
<CAPTION>
NAME POSITION WITH THE PURCHASER
------------------------------------------------ ------------------------------
<S> <C>
B. Bernard Burns, Jr.* ......................... Vice President and Secretary
Robert E. Drury* ............................... President
Glenn A. Eisenberg* ............................ Vice President and Treasurer
Richard L. Magee................................ Assistant Secretary
</TABLE>

SOLICITATIONS OF PROXIES

The following individuals are the representatives of the Dealer Manager who
may solicit proxies:

<TABLE>
<S> <C>
Michael Grad..................... Managing Director
Schroder Wertheim & Co.
Incorporated
Equitable Center
787 Seventh Avenue
New York, New York 10019-6016
Henry Aboodi..................... Vice President
Schroder Wertheim & Co.
Incorporated
Equitable Center
787 Seventh Avenue
New York, New York 10019-6016
</TABLE>

15
<PAGE> 17

SCHEDULE II

SHARES HELD BY PARENT AND THE PURCHASER

As of the date hereof, the Purchaser holds of record 500 Common Shares and
no Preferred Shares and Parent holds of record 500 Common Shares and no
Preferred Shares.

In the ordinary course of its business, Schroder Wertheim may trade the
securities of the Company for its own account and the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of July 12, 1996, Schroder Wertheim held no Shares.

16
<PAGE> 18

SCHEDULE III

PRINCIPAL SHAREHOLDERS OF THE COMPANY
AND SHAREHOLDINGS OF THE COMPANY'S MANAGEMENT

Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of the Company as a group. Such information is obtained from the
Company's proxy statement for its 1996 Annual Meeting of Shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The name of any person or "group" (as that term is used in the Exchange
Act) disclosed by the Company in its proxy statement for its 1996 Annual Meeting
of Shareholders to be the beneficial owner of more than five percent (5%) of any
class of the Company's voting securities as of December 31, 1995 is set forth
below:

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT PERCENT OF
TITLE OF BENEFICIAL OF ALL VOTING
OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS SHARES
- - ---------- ----------------------------------------- ----------------- ------- ----------
<S> <C> <C> <C> <C>
Common National City Bank, N.E. 1,219,766(1) 7.91% 7.18%
P.O. Box 450
Youngstown, OH 44501
Common Norwest Corporation 1,163,153(2) 7.55% 6.84%
6th and Marquette
Minneapolis, MN 55479
Series B Mellon Bank N.A. 1,053,508(3) 100.00% 9.30%(4)
Preferred P.O. Box 444
Pittsburgh, PA 15230
</TABLE>

(1) This figure includes 175,250 Common Shares held in trust by National
City Bank, N.E. (trustee) for the benefit of participants in the Commercial
Intertech Corp. Employee Savings and Stock Purchase Plan.

This figure includes 3,109 Common Shares held in trust by National City
Bank (trustee) for the benefit of participants in the Non-Qualified Stock
Purchase Plan of Commercial Intertech Corp.

National City Bank has sole voting power over 873,878 Shares and shared
voting power over 172,029 Shares. National City Bank has sole investment power
over 328,589 Shares and shared investment power over 891,177 Shares.

(2) Norwest Corporation holds Common Shares in a fiduciary capacity for
various institutional and personal accounts.

Norwest Corporation has sole voting power over 950,703 Shares and shared
voting power over 600 Shares. Norwest Corporation has sole investment power over
1,163,003 Shares and shared investment power over 150 Shares.

(3) This figure represents all of the outstanding Preferred Shares held of
record by Mellon Bank N.A. (trustee) for the benefit of participants in the
Commercial Intertech Employee Stock Ownership Plan and the Commercial Intertech
Retirement Stock Ownership and Savings Plan. The trust for these plans contains
provisions for pass-through voting rights to the employee participants in the
plans.

Mellon Bank has shared voting power and shared investment power over all
Preferred Shares.

(4) Assumes Preferred Shares are entitled to one and one-half votes per
Preferred Share. Parent and the Purchaser believe Preferred Shares are entitled
only to one vote per Preferred Share and have commenced an action against the
Company and its directors Ohio Federal District Court, seeking, among other
things, a declaratory judgment that the Preferred Shares are entitled to only
one vote per share and an injunction against the recognition of any altered or
increased voting rights for the Preferred Shares. See "CERTAIN LEGAL MATTERS"
above.

17
<PAGE> 19

SECURITY OWNERSHIP OF MANAGEMENT

The directors, nominees for the office of director, the Chief Executive
Officer, the four other highly-compensated executive officers, a former
executive officer and all directors and executive officers as a group were the
beneficial owners of the Company's voting shares, as of December 31, 1995, as
disclosed in the Company's proxy statement for its 1996 Annual Meeting of
Shareholders, as set forth below:

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OF BENEFICIAL OF VOTING
OWNER OWNERSHIP SHARES
- - -------------------------------------------------- ----------------- ---------
<S> <C> <C>
William J. Bresnahan.............................. 300 *
Charles B. Cushwa III............................. 206,770(1)(4)(5) 1.3%
(8)(12)(16)
William W. Cushwa................................. 226,250(1)(2)(3)(4)(6)(7) 1.4%
(8)(10)(13)
(14)(16)
John M. Galvin.................................... 3,000(8) *
John Gilchrist.................................... 33,227(8)(9)(10)(14) *
Richard J. Hill................................... 9,535(8)(9) *
Neil D. Humphrey.................................. 5,829(8)(9) *
Hubert Jacobs van Merlen.......................... 13,410(17) *
Mark G. Kachus.................................... 25,026 *
William E. Kassling............................... 0 -
Gerald C. McDonough............................... 3,750(8) *
C. Edward Midgley................................. 10,000 *
John Nelson....................................... 14,573(1)(8) *
Paul J. Powers.................................... 322,424(2)(8)(10)(14) 1.9%
George M. Smart................................... 2,000 *
Don E. Tucker..................................... 137,724(1)(2)(11)(14) *
Bruce C. Wheatley................................. 30,301(8)(15) *
Philip N. Winkelstern............................. 176,518(1)(2)(3)(8) 1.1%
(10)(14)
All Directors and Executive Officers as a Group
(21 people)..................................... 1,329,534 7.9%
</TABLE>

- - ------------------

*less than 1%

(1) Does not include Common Shares owned by the members of the
above-mentioned directors' families who share their homes, as follows: of Mr.
Charles Cushwa -- 2,147 Shares; of Mr. William Cushwa -- 26,548 Shares; of Mr.
Nelson -- 28,675 Shares; of Mr. Tucker -- 1,146 Shares; of Mr.
Winkelstern -- 5,479 Shares. Beneficial ownership thereof is disclaimed by the
respective directors.

(2) Includes the beneficial interest in Common Shares (fractional shares
not shown) credited to the accounts of the above-mentioned beneficial owners by
the Trustee acting under the provisions of the Company's Employee Savings and
Stock Purchase Plan, as follows: Mr. William Cushwa -- 4,254 Shares; Mr.
Powers -- 1,595 Shares; Mr. Tucker -- 9,243 Shares; and Mr. Winkelstern -- 8,529
Shares.

(3) Includes Common Shares held by the directors as custodians for their
minor children as follows: minor children of Mr. William Cushwa -- 4,011 Shares;
and minor grandchildren as follows: minor grandchild of Mr. Winkelstern -- 750
Shares.

(4) Charles B. Cushwa III and William W. Cushwa are two of three
beneficiaries of a trust, of which they are not trustees, which consists of
294,000 Common Shares, the income from which will be paid to the beneficiaries
equally during their lives. These Shares are not included in the amounts shown
in the table.

18
<PAGE> 20

(5) Includes 46,500 Common Shares held in trust, in which the children of
Charles B. Cushwa III have a remainder interest, and of which National City
Bank, N.E. and Charles B. Cushwa III are co-trustees. Beneficial ownership
thereof is disclaimed by Mr. Charles B. Cushwa III.

(6) Does not include 11,250 Common Shares held in trust, of which William
W. Cushwa is not a trustee, for the benefit of his child and of which beneficial
ownership is disclaimed by Mr. William W. Cushwa.

(7) Includes 44,000 Common Shares held in trust, in which the children of
William W. Cushwa have a remainder interest, and of which National City Bank,
N.E. and William W. Cushwa are co-trustees. Beneficial ownership thereof is
disclaimed by Mr. William W. Cushwa.

(8) Includes Common Shares acquirable within 60 days of December 31, 1995
upon exercise of options issued under the Company's Stock Option and Award Plans
as follows: Mr. Charles Cushwa -- 1,500 Shares; Mr. William Cushwa -- 10,125
Shares; Mr. Galvin -- 1,500 Shares; Mr. Gilchrist -- 12,612 Shares; Mr.
Hill -- 1,500 Shares; Mr. Humphrey -- 1,500 Shares; Mr. McDonough -- 10,500
Shares; Mr. Nelson -- 1,500 Shares; Mr. Powers -- 134,250 Shares; Mr.
Wheatley -- 7,500 Shares; and Mr. Winkelstern -- 60,000 Shares.

(9) Includes Common Shares (fractional shares not shown) credited to the
accounts of the above-mentioned beneficial owners by the administrator of the
Company's Automatic Dividend Reinvestment Plan, as follows: Mr.
Gilchrist -- 1,448 Shares; Mr. Hill -- 3,035 Shares; and Mr. Humphrey -- 12,429
Shares.

(10) Includes in each case 232 Preferred Shares (fractional shares not
shown) and the following number of Common Shares (fractional shares not shown)
credited to the accounts of the above-mentioned beneficial owners by the Trustee
acting under the provisions of the Company's 401(k) plan: Mr. William
Cushwa -- 762 Shares; Mr. Gilchrist -- 270 Shares; Mr. Powers -- 4,432 Shares;
and Mr. Winkelstern -- 270 Shares.

(11) Includes 190 Preferred Shares (fractional shares not shown) and 4,919
Common Shares (fractional shares not shown) credited by the Trustee acting under
the provisions of the Company's 401(k) plan.

(12) Includes 39,244 Common Shares held in trust, in which the children of
Charles B. Cushwa III have a remainder interest, and of which National City
Bank, N.E. and Charles B. Cushwa III are co-trustees. Beneficial ownership
thereof is disclaimed by Mr. Charles B. Cushwa III.

(13) Includes 61,000 Common Shares held in trust, in which the children of
William W. Cushwa have a remainder interest, and of which National City Bank,
N.E. and William W. Cushwa are co-trustees. Beneficial ownership thereof is
disclaimed by Mr. William W. Cushwa.

(14) Includes in each case one Common Share (fractional shares not shown)
as a result of participation in the Commercial Intertech Employee Stock
Ownership Plan and the following number of Preferred Shares (fractional shares
not shown) as a result of participation in the Commercial Intertech Employee
Stock Ownership Plan: Mr. William Cushwa -- 266 Shares; Mr. Gilchrist -- 323
Shares; Mr. Powers -- 619 Shares; Mr. Tucker -- 464 Shares; and Mr.
Winkelstern -- 604 Shares.

(15) Includes 11 Preferred Shares (fractional shares not shown) and 1,364
Common Shares (fractional shares not shown) held under the provisions of the
Company's 401(k) plan. Includes 58 Preferred Shares (fractional shares not
shown) as a result of participation in the Commercial Intertech Employee Stock
Ownership Plan.

(16) Charles B. Cushwa III and William W. Cushwa are two of three
beneficiaries of a trust, of which they are not trustees, containing 482,625
Shares distribution of which is dependent upon the resolution of certain probate
estate matters. The shares are not included in the amounts shown in the table.

(17) Includes the beneficial interest in 123 Common Shares (fractional
shares not shown) credited by the Trustee acting under the provisions of the
Company's Non-Qualified Stock Purchase Plan.

19
<PAGE> 21

IMPORTANT

Your proxy is important. No matter how many Shares you own, please give
Parent your Proxy by:

SIGNING the enclosed BLUE-STRIPED proxy card,

DATING the enclosed BLUE-STRIPED proxy card, and

MAILING the enclosed BLUE-STRIPED proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).

If you have any questions, would like a copy of the Offer to Purchase and
the Letter of Transmittal or require any additional information concerning the
Offer, please contact the Information Agent for the Offer, MacKenzie Partners,
at 156 Fifth Avenue, New York, New York 10010, or by telephone at 212-929-5500
(call collect) or 800-322-2885 (toll free).

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the
BLUE-STRIPED proxy card.

PARTICIPANTS IN THE COMPANY'S EMPLOYEE STOCK OWNERSHIP PLAN AND RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN (THE "ESOPS") DESIRING TO VOTE THEIR SHARES
HELD THROUGH THE ESOPS IN FAVOR OF THE ACQUISITION PROPOSAL SHOULD SO INSTRUCT
THE ESOP TRUSTEE BY COMPLETING THE FORM WHICH WILL BE PROVIDED TO PARTICIPANTS
FOR THAT PURPOSE. ESOP PARTICIPANTS CANNOT VOTE SHARES ALLOCATED TO THEIR ESOP
ACCOUNT BY EXECUTING THE ACCOMPANYING BLUE-STRIPED PROXY CARD.

20
<PAGE> 22

PROXY

THIS PROXY IS SOLICITED BY
UNITED DOMINION INDUSTRIES LIMITED
AND
OPUS ACQUISITION CORPORATION
FOR THE SPECIAL MEETING OF
SHAREHOLDERS OF COMMERCIAL INTERTECH CORP.
TO BE HELD PURSUANT TO
SECTION 1701.831 OF THE OHIO REVISED CODE.

The undersigned hereby appoints William R. Holland, B. Bernard Burns, Jr.
and Richard L. Magee, and each of them, with full power of substitution, the
proxies of the undersigned to vote all of the outstanding Common Shares, par
value $1.00 per share ("Common Shares") of Commercial Intertech Corp. (the
"Company") that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Company to be held on , 1996 pursuant to Section
1701.831 of the Ohio Revised Code (the "Special Meeting"), or at any adjournment
or postponement of the Special Meeting, on the following matters:

1. Acquisition of Shares of the Company. A resolution of the Company's
shareholders authorizing the acquisition of Common Shares representing a
majority or more of the voting power of the Company by Opus Acquisition
Corporation or United Dominion Industries Limited (or one or more subsidiaries
of United Dominion Industries Limited) as contemplated by and in accordance with
the terms and conditions of the Offer to Purchase of Opus Acquisition
Corporation dated July 12, 1996, as the same may be amended from time to time.

/ / FOR / / AGAINST / / ABSTAIN

2. Adjournment of Meeting. To initiate and vote for a proposal to adjourn
the Special Meeting to solicit additional votes, if necessary, to authorize the
acquisition of Common Shares.

/ / FOR / / AGAINST / / ABSTAIN

UNITED DOMINION INDUSTRIES LIMITED AND
OPUS ACQUISITION CORPORATION RECOMMEND
THAT YOU VOTE "FOR" ITEMS 1 AND 2.

The proxies of the undersigned named above are authorized to vote, in their
discretion, upon such other matters as may properly come before the Special
Meeting and any adjournment or postponement thereof.

[Proxy Continued On Reverse]

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<PAGE> 23

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE
SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ACQUISITION OF
SHARES AND "FOR" THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF UNITED
DOMINION INDUSTRIES LIMITED AND OPUS ACQUISITION CORPORATION DATED JULY [ ],
1996, SOLICITING PROXIES FOR THE SPECIAL MEETING.

All previous proxies given by the undersigned to vote at the Special
Meeting or at any adjournment or postponement thereof are hereby revoked.
Dated: , 1996

----------------------------------------
(Signature)

----------------------------------------
(Signature, if jointly held)
Title:

----------------------------------------

Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as an attorney, executor, administrator,
trustee or guardian, give full title as
such. If a corporation, sign in full
corporate name by President or other
authorized officer. If a partnership,
sign in partnership name by authorized
person.

PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY TO UNITED DOMINION INDUSTRIES
LIMITED, C/O B. BERNARD BURNS, JR., 2300 ONE FIRST UNION CENTER, CHARLOTTE,
NORTH CAROLINA 28202-6039 IN THE ENCLOSED ENVELOPE.

PARTICIPANTS IN THE ESOPS CAN ONLY VOTE SHARES HELD IN THE ESOPS ON THEIR
BEHALF BY INSTRUCTING THE ESOP TRUSTEE ON THE FORM THAT WILL BE PROVIDED TO
PARTICIPANTS FOR THAT PURPOSE. ESOP PARTICIPANTS CANNOT VOTE SHARES ALLOCATED TO
THEIR ESOP ACCOUNT BY EXECUTING THE ACCOMPANYING BLUE-STRIPED PROXY CARD.