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Filed by Commercial Intertech Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Commercial Intertech Corp.
Registration Number: 333-96453
LETTER MAILED TO CERTAIN SHAREHOLDERS IN CONNECTION WITH COMMERCIAL
INTERTECH'S PROPOSED MERGER WITH AND INTO PARKER-HANNIFIN CORPORATION:
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March 2, 2000
[Select Recipients]
Dear _______:
On January 17, 2000, Commercial Intertech Corp. (NYSE:TEC) and Parker-Hannifin
(NYSE:PH) announced that their Boards of Directors had approved a definitive
agreement to merge in a cash and stock transaction whereby Parker would acquire
all outstanding stock of Commercial Intertech.
This transaction offers tremendous benefits for our many constituencies,
including shareholders, employees, customers and communities served by
Commercial Intertech. Parker's global marketing reach and respected position in
the markets it serves expand Commercial Intertech's opportunities to leverage
our products into new markets. The merger creates both short - and long-term
benefits for Commercial Intertech shareholders, who will receive immediate value
for their shares and who will be able to participate in the upside potential of
the combined company as Parker shareholders.
Because of our presence in the Mahoning Valley, hopefully you know a great deal
about Commercial Intertech. However, although a $5 billion company, you may not
know Parker very well. Therefore, to learn more about this respected
multi-national, you are cordially invited to a luncheon on Tuesday, March 14,
2000, at the Youngstown Club, commencing with lunch at noon and a presentation
at 1:00 p.m. by Duane Collins, Parker Chairman and Chief Executive Officer. In
his remarks Duane will discuss the "who, what and where" of Parker with
particular emphasis on how Commercial Intertech will fit into the Parker family
of companies. I know you will enjoy meeting Duane and learning first-hand of
Parker's plans for Commercial Intertech following the approval of the merger.
I hope your schedule will permit you to join us on March 14. Would you please
RSVP (Ms. Linda Russell at 740-8563) no later than March 10 if you will be able
to attend.
Sincerely,
Paul Powers
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INVESTOR NOTICE
Investors and shareholders are advised to read the proxy statement/prospectus
regarding Commercial Intertech Corp.'s proposed merger with and into
Parker-Hannifin Corporation referenced in the foregoing information, because it
contains important information. This proxy statement/prospectus was filed with
the Securities and Exchange Commission by Parker as part of Parker's
Registration Statement on Form S-4, which became effective February 28, 2000.
Investors and shareholders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Commercial Intertech or Parker
at the Securities and Exchange Commission's web site at www.sec.gov. The proxy
statement/prospectus and such other documents also may be obtained by directing
such request to Commercial Intertech Corp., 1775 Logan Avenue, Youngstown, Ohio,
44505. 330-746-8011.
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; failure of the merger to be consummated;
ability to successfully integrate Commercial Intertech's business with Parker's;
and factors noted in the Registration Statement on Form S-4 filed by Parker in
connection with the proposed merger with Commercial Intertech and in Commercial
Intertech's reports filed with the Securities and Exchange Commission.
