<PAGE>
CONTROL SHARE MEETING
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_]Definitive Proxy Statement
[_]Definitive Additional Materials
[X]Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
COMMERCIAL INTERTECH CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[_]$125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), 14a-6(i) (2) or
Item 22(a) (2) of Schedule 14A.
[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i) (3).
[_]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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[X]Fee paid previously with preliminary materials.
[_]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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Contact:Bruce C. Wheatley Jim Fingeroth/Ruth
Commercial Intertech Pachman/
330-740-8580 Andrea Bergofin
Kekst and Company
212-593-2655
FOR IMMEDIATE RELEASE
COURT SAYS IT WILL DENY UNITED DOMINION'S PRELIMINARY INJUNCTION MOTION
REGARDING OHIO TAKEOVER LAWS
Youngstown, Ohio: July 31, 1996--Commercial Intertech Corp. (NYSE: TEC)
announced today that, following a two-day hearing, the United States District
Court in Columbus, Ohio said that it would deny United Dominion Industries
Limited's motion for a preliminary injunction to declare unconstitutional
certain provisions of Ohio's takeover legislation. The Court stated it would
enter its written opinion and order in a few days.
The Company said that at its previously scheduled Special Meeting of
Shareholders to vote on United Dominion's proposed $30-per-share tender offer,
United Dominion's purchase of shares must be approved by two separate votes:
(1) a majority of all shares represented at the Special Meeting and (2) a
majority of all such shares that are not "interested shares." The result of
the denial of United Dominion's injunction motion is that "interested shares"
will include Commercial Intertech shares acquired after June 27, 1996 by any
persons who paid over $250,000 for such shares.
Paul J. Powers, Chairman and Chief Executive Officer of Commercial Intertech
said, "We are very pleased at this important litigation development."
# # #
The following is a list of the names and shareholdings of individuals who
may be deemed to be "participants" in the solicitation of proxies or
revocation of agent designations by Commercial Intertech in opposition to
United Dominion and OAC's solicitation of proxies for a "control share"
meeting and their solicitation of agent designations to call a special meeting
(information with respect to shareholdings includes common shares, shares
issuable pursuant to options exercisable within 60 days, and preferred
shares): Paul J. Powers (329,041 shares); Mark G. Kachur (32,086 shares);
Bruce C. Wheatley (34,714 shares); Hubert Jacobs van Merlen (13,103 shares);
John Gilchrist (32,032 shares); William J. Bresnahan (300 shares); Charles B.
Cushwa III (220,380 shares); William W. Cushwa (238,925 shares); John M.
Galvin (5,750 shares); Richard J. Hill (10,397 shares); Neil D. Humphrey
(6,635 shares); William E. Kassling (5,000 shares); Gerald C. McDonough (4,500
shares); C. Edward Midgley (10,000 shares); George M. Smart (2,750 shares);
Don E. Tucker (136,855 shares); Robert A. Calcagni (58,463 shares); Gilbert M.
Manchester (33,994 shares), and Steven J. Hewitt (23,880 shares).
