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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.18)
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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. 18 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 August 2, 1996, the Company filed with the SEC the following documents,
copies of which are attached as Exhibits 99.1, 99.2 and 99.3 and which are
incorporated herein by reference:
1. Revised Preliminary Proxy Statement of Commercial Intertech Corp.
relating to a Special Meeting of Shareholders of Commercial Intertech
Corp. pursuant to Section 1701.831 of the Ohio Revised Code (incorporated
by reference to a Schedule 14A filed by Commercial Intertech Corp. with
the Securities and Exchange Commission on August 2, 1996).
2. Revised Preliminary Revocation Statement of Commercial Intertech Corp.
opposing the calling of a special meeting of shareholders of Commercial
Intertech Corp. together with a form of Revocation Card relating thereto
(incorporated by reference to a Schedule 14A filed by Commercial
Intertech Corp. with the Securities and Exchange Commission on August 2,
1996).
3. Preliminary Proxy Statement of Commercial Intertech Corp. relating to
certain proposals at a special meeting of shareholders of Commercial
Intertech Corp. (incorporated by reference to a Schedule 14A filed by
Commercial Intertech Corp. with the Securities and Exchange Commission on
August 2, 1996).
2. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 99.1. Revised Preliminary Proxy Statement of Commercial Intertech
Corp. relating to a Special Meeting of Shareholders of
Commercial Intertech Corp. pursuant to Section 1701.831 of the
Ohio Revised Code (incorporated by reference to a Schedule 14A
filed by Commercial Intertech Corp. with the Securities and
Exchange Commission on August 2, 1996).
Exhibit 99.2. Revised Preliminary Revocation Statement of Commercial
Intertech Corp. opposing the calling of a special meeting of
shareholders of Commercial Intertech Corp. together with a form
of Revocation Card relating thereto (incorporated by reference
to a Schedule 14A filed by Commercial Intertech Corp. with the
Securities and Exchange Commission on August 2, 1996).
Exhibit 99.3. Preliminary Proxy Statement of Commercial Intertech Corp.
relating to certain proposals at a special meeting of
shareholders of Commercial Intertech Corp. (incorporated by
reference to a Schedule 14A filed by Commercial Intertech Corp.
with the Securities and Exchange Commission on August 2, 1996).
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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: August 2, 1996
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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Exhibit 99.1 Revised Preliminary Proxy Statement of Commercial Intertech Corp.
relating to a Special Meeting of Shareholders of Commercial
Intertech Corp. pursuant to Section 1701.831 of the Ohio Revised
Code (incorporated by reference to a Schedule 14A filed by
Commercial Intertech Corp. with the Securities and Exchange
Commission on August 2, 1996).
Exhibit 99.2 Revised Preliminary Revocation Statement of Commercial Intertech
Corp. opposing the calling of a special meeting of shareholders of
Commercial Intertech Corp. together with a form of Revocation Card
relating thereto (incorporated by reference to a Schedule 14A
filed by Commercial Intertech Corp. with the Securities and
Exchange Commission on August 2, 1996).
Exhibit 99.3 Preliminary Proxy Statement of Commercial Intertech Corp.
relating to certain proposals at a special meeting of shareholders
of Commercial Intertech Corp. (incorporated by reference to a
Schedule 14A filed by Commercial Intertech Corp. with the
Securities and Exchange Commission on August 2, 1996).
