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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 18, 1999
Commercial Intertech Corp.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-10697 34-0159880
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.
1775 Logan Avenue, Youngstown, Ohio 44501-0239
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (330) 746-8011
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Item 5. Other Events.
On November 18, 1999, the Registrant issued the press release attached as
Exhibit 99.1. The information contained in this press release is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release of Registrant dated November 18, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Commercial Intertech Corp.
Dated: November 19, 1999 By: /s/ Steven J. Hewitt
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Steven J. Hewitt
Senior Vice President and Chief Financial
Officer
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Exhibit Index
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Exhibit # Item
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<S> <C>
99.1 Press Release
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FOR IMMEDIATE RELEASE
COMMERCIAL INTERTECH ADOPTS SHAREHOLDER RIGHTS PLAN
Youngstown, Ohio, November 18, 1999 -- Commercial Intertech Corp. (NYSE:
TEC), today announced that its Board of Directors has adopted a new Shareholder
Rights Plan to replace its current Shareholder Rights Plan, which was originally
adopted in 1989.
Paul J. Powers, Chairman and Chief Executive Officer, stated that "the
Board adopted the new Plan to protect against future abusive takeover tactics
such as partial tender offers and selective open market purchases. The Plan was
not adopted in response to any specific effort to acquire control of the
Company. The Plan is intended to assure that shareholders receive fair and
equitable treatment in the event of unsolicited attempts to acquire the
Company." Mr. Powers further stressed that "the Plan is not intended to prevent
an acquisition of the Company on terms that are favorable and fair to all
shareholders. The Plan is designed to deal with the very serious problem of
unilateral actions by hostile acquirors that are calculated to deprive the
Company's Board and its shareholders of their ability to determine the destiny
of the Company."
Under the Plan, common stock purchase rights will be distributed to
shareholders of record as of December 8, 1999, at the rate of one Right for each
outstanding share of the Company's common stock. Generally, the Rights will not
be triggered unless a person or group acquires 20% or more of the Company's
common stock or announces a tender offer upon consummation of which such person
or group would own 20% or more of the common stock. The Rights will expire in
ten years unless earlier redeemed or terminated. The Company generally may
amend the Rights or redeem the Rights at $0.01 per Right at any time prior to
the time a person or group
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Commercial Intertech Corp.
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has acquired 20% of the Company's common stock. Additional detail regarding the
Rights Plan will be outlined in a summary to be mailed to all shareholders
following the record date.
Commercial Intertech Corp. is an international manufacturer of engineered
metal products and systems, comprising Commercial Hydraulics, Astron Building
Systems, and Commercial Metal Forming. The Company employs 3,800 men and women
at 27 facilities in seven countries.
