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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. 12)
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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. 12 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.
2. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On July 31, 1996, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 and which is incorporated herein by reference.
3. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 99.1. Press Release, dated July 31, 1996, issued by the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Gilbert M. Manchester
By: _________________________________
NAME:GILBERT M. MANCHESTER
TITLE:VICE PRESIDENT AND GENERAL COUNSEL
Dated: July 31, 1996
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
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<C> <S>
Exhibit 99.1 Press Release, dated July 31, 1996, issued by the Company.
</TABLE>
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EXHIBIT 99.1
ContactBruce 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).
