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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
APRIL 11, 2000
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COMMERCIAL INTERTECH CORP.
(Exact name of registrant as specified in its charter)
OHIO 1-10697 34-0159880
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(State or other jurisdiction of Commission File number (I.R.S. Employer
incorporation or organization) 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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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On April 11, 2000, the Registrant and Parker-Hannifin Corporation
jointly announced the completion of the merger of the Registrant with and into
Parker-Hannifin Corporation. A copy of the Press Release is attached as Exhibit
99.1, and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release dated April 11, 2000, regarding the Registrant's
merger with and into Parker-Hannifin Corporation.
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.
Date April 11, 2000 By /s/ Steven J. Hewitt
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Steven J. Hewitt
Senior Vice President and
Principal Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release of the Registrant and Parker-Hannifin
Corporation, dated April 11, 2000.
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EXHIBIT 99.1
FOR RELEASE: APRIL 11, 2000
PARKER HANNIFIN WELCOMES COMMERCIAL INTERTECH WITH COMPLETION OF MERGER
Cleveland and Youngstown, Ohio: April 11, 2000 - Parker Hannifin (NYSE: PH) and
Commercial Intertech (NYSE: TEC) announced the completion of their merger
today, after receiving approval at a special meeting of Commercial Intertech
shareholders held this morning.
As a result of the merger, Commercial Intertech shareholders receive 0.4611
shares of Parker common stock for each share of Commercial Intertech common
stock owned except for those shares for which a cash election was made. Because
more than 49 percent of the Commercial Intertech shares represented cash
elections, shareholders who elected to receive cash for all or part of their
shares will receive a prorated combination of cash and stock. The specific terms
of the proration will be announced on or about April 24, 2000, and letters of
transmittal will be sent to shareholders shortly thereafter. For those
Commercial Intertech shareholders who receive Parker stock, the transaction will
be tax-free.
This transaction is among 45 mergers, joint ventures and acquisitions that
Parker has completed since April 1993, which together have added more than $1.8
billion in first-year sales. It also furthers the company's strategy to fuel
sustainable growth via systems engineering, offering the complete breadth of
motion-control capabilities to customers in its industrial, mobile, commercial
and aerospace markets.
"We are very pleased to welcome Commercial Intertech as a valuable addition to
the Parker family," said Duane Collins, Parker's Chairman and Chief Executive
Officer. "We have laid the groundwork for a successful business combination, and
we're ready to get started on honing our strengths."
The companies said their progress in preliminary planning has paved the way for
fast integration of their systems and business processes. President and Chief
Operating Officer Don Washkewicz said, "Integration planning confirmed what we
believed to be strengths of Commercial Intertech -- particularly the quality of
their
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employees and the breadth of their product portfolio. Together, we have a lot of
growth opportunities ahead."
Hydraulics Group President Marwan Kashkoush said, "Starting today, we have
greater resources, greater knowledge and greater competitive strength to take
the company built by Commercial Intertech employees even further with our
investment and commitment to growth."
With $5 billion in annual sales, Parker Hannifin Corporation is the world's
leading diversified manufacturer of motion and control technologies, providing
systematic, precision-engineered solutions for a wide variety of commercial,
industrial and aerospace markets. For more information, visit the company's web
site at www.parker.com, or its investor information site at www.phstock.com.
Forward-Looking Statements:
Forward-looking statements contained in this and other written and oral reports
are made based on known events and circumstances at the time of release, and as
such, are subject in the future to unforeseen uncertainties and risks. All
statements regarding future performance, events or developments, including
statements related to earnings accretion and synergies to be realized in the
merger, are forward-looking statements. It is possible that the company's future
performance may differ materially from current expectations expressed in these
forward-looking statements, due to a variety of factors such as changes in:
business relationships with and purchases by or from major customers or
suppliers; competitive market conditions and resulting effects on sales and
pricing; increases in raw-material costs which cannot be recovered in product
pricing; global economic factors, including currency exchange rates and
difficulties entering new markets; ability to successfully integrate Commercial
Intertech's business with Parker's; and factors noted in the companies' reports
filed with the U.S. Securities and Exchange Commission.
