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))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PARKER-HANNIFIN CORPORATION
_______________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Joseph D. Whiteman, Secretary
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
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.:
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4) Date Filed:
<PAGE>
PARKER-HANNIFIN CORPORATION
17325 Euclid Avenue - Cleveland, Ohio 44112
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 25, 1995
The annual meeting of shareholders of Parker-Hannifin Corporation will be
held at the Corporation's Parflex Division, 1300 North Freedom Street,
Ravenna, Ohio, in the Training Room, on Wednesday, October 25, 1995, at
9:00 a.m., Eastern Daylight Time, for the following purposes:
1. Fixing at four the number of Directors in the class whose three-year
term of office will expire in 1998 and electing four Directors in such
class;
2. Adopting an amendment to the Corporation's Amended Articles of
Incorporation to increase the number of authorized Common Shares of the
Corporation from 150,000,000 to 300,000,000;
3. Approving the Corporation's Non-Employee Directors' Stock Plan;
4. Appointing Coopers & Lybrand L.L.P. as independent public accountants
for the fiscal year ending June 30, 1996; and
5. Transacting such other business as may properly come before the meeting.
Shareholders of record at the close of business on August 30, 1995, are
entitled to vote at the meeting. Please sign and return the enclosed Proxy
promptly. A return envelope is enclosed for your convenience.
By Order of the Board of Directors
Joseph D. Whiteman
Joseph D. Whiteman
Secretary
September 25, 1995
<PAGE>
PARKER-HANNIFIN CORPORATION
17325 Euclid Avenue - Cleveland, Ohio 44112
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Corporation of proxies to be voted at the annual
meeting of shareholders scheduled to be held on October 25, 1995, and at all
adjournments thereof. Only shareholders of record at the close of business on
August 30, 1995 will be entitled to vote. On that date, 74,064,266 Common
Shares were outstanding and entitled to vote at the meeting, each share being
entitled to one vote. This Proxy Statement and the form of Proxy are being
mailed to shareholders on September 25, 1995.
Shareholders of the Corporation have cumulative voting rights in the
election of Directors, provided any shareholder gives notice in writing to the
President or a Vice President or the Secretary of the Corporation not less
than 48 hours before the time fixed for holding the meeting that he desires
that the voting at such election be cumulative and an announcement of the
giving of such notice is made upon the convening of the meeting by the
Chairman or the Secretary or by or on behalf of the shareholder giving such
notice. In such event, each shareholder has the right to cumulate his votes
and give one nominee the number of votes equal to the number of Directors of
each class to which Directors are nominated multiplied by the number of votes
to which his shares are entitled, or he may distribute his votes on the same
principle among two or more nominees to each such class, as he sees fit. In
the event that voting at the election is cumulative, the persons named in the
Proxy will vote shares represented by valid Board of Directors' Proxies on a
cumulative basis for the election of the nominees named below, allocating the
votes of such shares in accordance with their judgment.
ELECTION OF DIRECTORS
The Directors of the class elected at each annual election hold office for
terms of three years. The Board of Directors of the Corporation presently
consists of 12 members divided into three classes, each of which consists of
four members. Shareholder approval is sought to fix at four the number of
directors in the class whose term will expire in 1998 and to elect John G.
Breen, Patrick S. Parker, Walter Seipp and Dennis W. Sullivan, directors whose
terms of office expire in 1995, to such class. A plurality of the Common
Shares voted in person or by proxy is required to elect a director.
Should any nominee become unable to accept nomination or election, the
proxies will be voted for the election of such other person as a Director as
the Board of Directors may recommend. However, the Board of Directors has no
reason to believe that this contingency will occur.
1
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS FOR TERM EXPIRING IN 1998
JOHN G. BREEN, 61, has served as a Director of the Corporation since 1980. He
is Chairman of the Compensation and Management Development Committee and a
member of the Nominating and Pension Committees. Mr. Breen is the Chairman of
the Board and Chief Executive Officer of The Sherwin Williams Company (paints
and coatings). Mr. Breen is also a Director of National City Corporation, Mead
Corporation and Goodyear Tire and Rubber Company.
PATRICK S. PARKER, 65, has served as a Director of the Corporation since 1960.
Mr. Parker is the Chairman of the Board of Directors of the Corporation.
WALTER SEIPP, 69, has served as a Director of the Corporation since 1992. He
is a member of the Nominating Committee. Dr. Seipp is the Chairman of the
Supervisory Board of Commerzbank AG in Frankfurt, Germany. Previously, he was
Chairman of the Board of Managing Directors of Commerzbank AG from 1981 to
1991.
DENNIS W. SULLIVAN, 56, has served as a Director of the Corporation since
1983. Mr. Sullivan is the Executive Vice President - Industrial and Automotive
of the Corporation. Mr. Sullivan is also a Director of Ferro Corporation and
KeyCorp.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1997
DUANE E. COLLINS, 59, has served as a Director of the Corporation since 1992.
Mr. Collins became President and Chief Executive Officer of the Corporation in
July 1993. Prior to that date, Mr. Collins served as the Corporation's Vice
Chairman of the Board from June 1992 to June 1993 and Executive Vice President
and President, International, from 1987 to 1992.
ALLEN H. FORD, 67, has served as a Director of the Corporation since 1975. He
is Chairman of the Audit Committee and a member of the Nominating and Pension
Committees. Now a Consultant, Mr. Ford was formerly the Senior Vice President-
Finance and Control of The Standard Oil Company (diversified natural
resources). Mr. Ford is also a Director of First Union Real Estate
Investments.
ALLAN L. RAYFIELD, 60, has served as a Director of the Corporation since 1984.
He is a member of the Nominating, Audit and Compensation and Management
Development Committees. Now retired, Mr. Rayfield previously served as
President, Chief Executive Officer and Director of M/A-COM, Inc. (microwave
manufacturing) from November 1993 to December 1994; President and Chief
Operating Officer of M/A-COM, Inc. from March 1991 to November 1993; Chairman
of the Board and Chief Executive Officer of International Telecharge, Inc.
(telecommunications) from April 1990 to March 1991; Managing Director of
Forstmann Rayfield & Co. (equity investment) from April 1989 to April 1990;
and Senior Vice President of GTE Corporation (telecommunications and
electronic systems and equipment) from 1985 to 1989.
PAUL G. SCHLOEMER, 67, has served as a Director of the Corporation since 1982.
Mr. Schloemer served as President and Chief Executive Officer of the
Corporation from 1984 to 1993. Mr. Schloemer is also a Director of Rubbermaid
Incorporated, AMP Incorporated and Esterline Technologies Corporation.
2
<PAGE>
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1996
PAUL C. ELY, JR., 63, has served as a Director of the Corporation since 1984.
He is Chairman of the Pension Committee and a member of the Nominating
Committee. Mr. Ely is presently General Partner of Alpha Partners (venture
capital seed financing). From December 1988 to July 1989, Mr. Ely was
Executive Vice President and Director of Unisys Corporation (computers). Prior
to that date, Mr. Ely was President and Chief Executive Officer of Convergent,
Inc. (computers) from 1985 to 1988 and Executive Vice President and Director
of Hewlett-Packard Company (computers) from 1980 to 1984. Mr. Ely is also a
Director of Network Peripherals, Inc. and Tektronix, Inc.
FRANK A. LEPAGE, 68, has served as a Director of the Corporation since 1977.
He is Chairman of the Nominating Committee and a member of the Audit
Committee. Now retired, Mr. LePage previously served as Director and Executive
Vice President of The Firestone Tire & Rubber Company (manufacturer of tires
and related products). Mr. LePage is also a Director of Acme Metals Inc.
PETER W. LIKINS, 59, has served as a Director of the Corporation since 1989.
He is a member of the Nominating, Audit and Compensation and Management
Development Committees. Dr. Likins is the President of Lehigh University. Dr.
Likins also serves as Director of Consolidated Edison Company of New York,
Inc., Communications Satellite Corp. and Safeguard Scientifics, Inc.
WOLFGANG R. SCHMITT, 51, has served as a Director of the Corporation since
1992. He is a member of the Nominating and Compensation and Management
Development Committees. Mr. Schmitt is the Chairman of the Board of Directors
and Chief Executive Officer of Rubbermaid Incorporated (manufacturer of rubber
and plastic products). He was previously President and Chief Operating Officer
of Rubbermaid from 1991 to 1992, President and General Manager of Rubbermaid's
Home Products Division from 1984 to 1991 and Executive Vice President of
Rubbermaid from 1987 to 1991. Mr. Schmitt also serves as a director of
Kimberly-Clark Inc.
No Director of the Corporation is related to any other Director. During the
fiscal year ended June 30, 1995, there were six meetings of the Corporation's
Board of Directors. Each Director attended at least 75% of the meetings held
by the Board of Directors and the Committees of the Board on which he served.
The Audit Committee, which met twice during the fiscal year ended
June 30, 1995, is responsible for reviewing with the Corporation's financial
management and its independent auditors the proposed auditing program
including both the independent and the internal audits) for each fiscal year,
the results of the audits and the adequacy of the Corporation's internal
control structure. This Committee recommends to the Board of Directors the
appointment of the independent auditors for the fiscal year.
The Pension Committee, which met once during the fiscal year ended
June 30, 1995, is responsible for reviewing with the Corporation's management
the funding and investment policies for defined benefit plans and defined
contribution plans sponsored by the Corporation.
The Compensation and Management Development Committee, which met four times
during the fiscal year ended June 30, 1995, is responsible for annually
reviewing and fixing the salaries and other compensation of the officers of
the Corporation, deciding upon the grant of stock options to the officers and
other employees of the Corporation and reviewing corporate policies and
programs for the development of management personnel.
The Nominating Committee, which met twice during the fiscal year ended
June 30, 1995, is responsible for evaluating and recommending to the Board
qualified nominees for election as Directors of the Corporation and
considering other matters pertaining to the size and composition of the Board.
The Nominating Committee will give appropriate consideration to qualified
persons recommended by shareholders for nomination as Directors of the
Corporation, provided that such recommendations are accompanied by information
sufficient to enable the Committee to evaluate the qualifications of the
nominee. Nominations should be sent to the attention of the Secretary of the
Corporation.
3
<PAGE>
Compensation of Directors. The Corporation compensates Directors, other
than officers who are Directors, for their services. Except as otherwise
indicated below, the annual retainer for such Directors is $24,000. The fee
for attending each Board and Committee meeting is $1,000 for all such
Directors other than Committee Chairmen, whose fee is $1,500 for chairing
committee meetings. Patrick S. Parker, Chairman of the Board of Directors,
receives an annual retainer of $120,000, plus meeting fees, club memberships
and the use of a leased automobile. Directors may elect to defer all or a
portion of their fees under the Corporation's Deferred Compensation Plan for
Directors or to elect to receive all or a portion of their fees in common
shares of the Corporation pursuant to the Corporation's Non-Employee
Directors' Stock Plan (if such plan is approved at this year's Annual Meeting
of Shareholders (see page 14)).
The Corporation has adopted a Retirement Plan for Directors, other than
officers who are Directors, which provides for payments of 50% of the annual
retainer in effect on the date of retirement until the monthly payments made
equal the Director's months of service, or until 120 monthly payments have
been made, or until death, whichever occurs first. Minimum requirements to
qualify for the plan are three years of service (one full term) and attainment
of age 65 prior to retirement as a Director. All current directors have met
the service requirements of the Plan.
COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Management Development Committee of the Board of
Directors (the "Committee") has furnished the following report on executive
compensation.
The Committee, which consists entirely of four outside Directors, has
overall responsibility to:
* review the performance and long-term management potential of the
executive officers of the Corporation; and
* review and fix the salaries and other compensation of the executive
officers of the Corporation.
Following review and approval by the Committee, all issues pertaining to
executive compensation are submitted to the full Board of Directors in
conjunction with its approval and review of the Corporation's strategies and
operating plans, thereby assuring that the Corporation's system of executive
compensation is reasonable and appropriate, meets its stated purpose and
effectively serves the interests of the shareholders and the Corporation.
The Corporation's executive compensation programs are designed to attract
and retain key executives critical to the long-term success of the Corporation
by remaining competitive with other multinational-diversified manufacturing
companies of similar size. Comparative compensation information is used by the
Committee to establish competitive salary grade ranges at the market median
for both base pay and total annual compensation. The group of companies used
for compensation comparison purposes is not the same as the S&P Manufacturing
(Diversified Industrials) Index, which is the peer group of companies included
in the performance graph on page 12. Comparative compensation information is
obtained by the Committee from independent surveys of numerous diversified
manufacturers, which the Committee believes is important in order to establish
competitive compensation ranges at the appropriate levels. On the other hand,
the S&P Index utilized in the performance graph contains data only with
respect to a limited number of companies who are in businesses similar to the
Corporation, which data is theoretically reflective of the stock performance
of all diversified manufacturers as a whole.
The Corporation's executive compensation programs also are intended to
reward executives commensurate with performance and attainment of pre-
determined financial objectives. Accordingly, compensation of executive
officers is directly and materially linked to both operating and stock price
performance, aligning closely the financial interests of the Corporation's
executives with those of its shareholders.
4
<PAGE>
Compensation for the Corporation's executives consists of four primary
elements:
1. A base salary within a competitively established range. The specific
base salary within the range is determined by length of service and
individual contributions and performance as measured against pre-
established goals and objectives. Goals and objectives for each
executive vary in accordance with each executive's responsibilities and
are established by each executive's supervisor.
2. An annual cash incentive bonus that is comprised of two components:
a. an amount that is determined by the Corporation's pre-tax return on
average assets as compared to the Corporation's annual goal
established at the beginning of the fiscal year (the "Target
Incentive Bonus"); and
b. an amount that is determined based on the return on division net
assets for the divisions in each executive's individual operating
unit (or the average return for all divisions for corporate staff
executive officers) (the "RONA Bonus").
The target amount of the annual cash incentive bonuses is established
in such a manner that base salary plus the target bonus will be within
the competitively determined total annual compensation range mentioned
above. Target annual incentive bonuses typically represent
approximately 30-40% of total targeted annual compensation for the
executive officers with operational profit and loss responsibility
(including the Chief Executive Officer) and 20-30% of total targeted
annual compensation for the other executive officers.
The Chief Executive Officer, with the approval of the Committee, also
has the authority to establish additional annual incentive programs for
operating executives. For example, in fiscal year 1995, under a Volume
Incentive Plan, operating group presidents had the opportunity to earn
an additional bonus of 5% of base salary for each 1% of sales by which
their group exceeded their previous years' sales by more than 7.5%.
3. A long-term incentive plan (LTIP) award that is based upon the
Corporation's actual average return on equity for a three fiscal year
period, payable in cash and/or restricted stock at the election of the
Committee. The amount of the LTIP award is calculated by applying a
pre-determined multiplier to the mid-point of the base salary range for
each executive. The multiplier ranges from .35 for the lowest executive
salary grade to 1.0 for the Chief Executive Officer, which is
consistent with the Committee's philosophy to provide the most
significant incentives to the highest ranking executives.
4. Stock option grants determined by the recipient's salary grade level.
Grants are intended to recognize different levels of responsibility as
indicated by salary grade. Executives at the same grade level receive
the same number of options. Stock options are granted with an exercise
price equal to the fair market value of the Corporation's Common Stock
on the day of grant and all current grants are exercisable between one
and ten years from the date granted.
Incentive compensation for the Corporation's executives is significantly
"at risk", based upon the financial performance of the Corporation. Indeed,
more than one half of each executive's targeted total compensation (including
base salary, annual bonus, LTIP payouts and stock options) may fluctuate
significantly from year to year because it is directly tied to business and
individual performance.
Long-term incentive programs are designed to link the interests of the
executives with those of the stockholders. LTIP awards, whether paid in cash
or restricted stock, focus on long-term return on equity, which is directly
related to enhancing shareholder value. Restricted stock awards build stock
ownership and encourage a long-term focus on shareholder value, since the
stock is restricted from being sold, transferred, or assigned for a specified
period. Stock option grants provide an incentive that aligns the executive's
interests with those of the shareholders, since stock options will provide
value to the executive only when the price of the Corporation's stock
increases above the option grant price.
5
<PAGE>
The Corporation's executive compensation philosophy is specifically evident
in the compensation paid during the most recent fiscal year to the
Corporation's President and Chief Executive Officer, Duane E. Collins.
Mr. Collins' increase in base salary from fiscal 1994 to fiscal 1995 of 13.3%
is reflective of his "outstanding" performance rating for fiscal 1994 (his
first year as President and Chief Executive Officer), the fact that his base
salary was in the first quartile of his rate range, and the resulting desire
of the Committee to increase his base salary significantly toward the
mid-point of the range to be reflective of Mr. Collins' responsibilities as
the Chief Executive of a large multinational industrial company.
In addition, based on the Corporation's fiscal 1995 operating plan,
Mr. Collins was to receive 100% of his Target Incentive Bonus of $210,000 if
the Corporation's actual pre-tax return on average assets, adjusted primarily
for acquisitions and currency transactions, was 12%. A minimum payout of 52%
of the Target Incentive Bonus was established at a 7.3% pre-tax return on
average assets and a maximum payout of 150% of the Target Incentive Bonus was
established at a 14.7% pre-tax return on average assets. During the fiscal
year ended June 30, 1995, the Corporation's adjusted pre-tax return on average
assets was 16.96% and each executive officer, including Mr. Collins, received
an amount equal to the 150% of his Target Incentive Bonus, which is included
in the "Bonus" column of the Summary Compensation Table on page 8.
Mr. Collins' RONA Bonus was targeted at $247,500 based upon an approximate
25.5% average return on division net assets. The average return on division
net assets was 35.85%, resulting in a RONA Bonus payment to Mr. Collins of
$344,082, which is included in the "Bonus" column of the Summary Compensation
Table on page 8. The other executive officers also received RONA Bonuses based
upon the return on division net assets by their respective operating units (or
the average return for all divisions for corporate staff executive officers).
Based on the Corporation's average return on equity of 12.17% for the three
fiscal years ended June 30, 1995, Mr. Collins and the other executive officers
received a final payment under the 1993-94-95 Long Term Incentive Plan in the
form of restricted shares, as reported in the "LTIP Payouts" column of the
Summary Compensation Table on page 8. Such payment represents 54.04% of the
target payment that could have been achieved had the Corporation achieved its
return on equity goal of 16% during such period.
During fiscal year 1995, Mr. Collins and the other executive officers also
received a long-term incentive award as described in the LTIP table on page
10. In addition, although Mr. Collins and the other executive officers
received a stock option grant in April 1994, based on a subsequent independent
executive compensation survey, the Committee decided that the April 1994 grant
was understated based on the market median and granted to Mr. Collins and the
other executive officers additional stock options in August 1994 to offset the
understated prior award, as reported in the Option Grants Table on page 9. The
number of stock options granted to each executive officer was determined by
applying a pre-determined multiplier (ranging from approximately .20 to .60)
to the mid-point of the base salary range for each executive, increasing such
value in light of the historical performance of the Corporation's stock price
based upon the Black-Scholes valuation model, and dividing the resultant value
by the then current stock price.
At the recommendation of Mr. Collins, the Committee approved a Volume
Incentive Plan for fiscal 1995 as described above. The incentives payable
under the Plan were not capped due to a desire to significantly stimulate
sales growth in fiscal 1995, after several years of relatively flat sales. Due
to the record sales achieved by the Corporation during fiscal 1995, the
resulting payments to participants under this Plan were significant. Mr. Zito,
the only executive officer named in the Summary Compensation Table on page 8
to receive a bonus under the Volume Incentive Plan, received a payment of
$304,500 which is included in the "Bonus" column in the Summary Compensation
Table. Total payments to all operating group presidents under the Plan in
fiscal 1995 were $2,879,507. The Committee believes that the unlimited
incentives available under this Plan were at least partially responsible for
the dramatic growth of the Corporation in fiscal 1995. Having achieved Mr.
Collins' goal of restarting the growth of the Corporation during fiscal 1995,
the Committee has approved a new arrangement for the Volume Incentive Plan for
fiscal 1996 which limits the payments receivable under the Plan so that the
unusual one-time unlimited incentives available in fiscal 1995 under the prior
arrangement are unlikely to continue. Under this new arrangement, operating
6
<PAGE>
group presidents will have the opportunity to earn an additional bonus of 1%
of base salary for each 1% of sales by which their group exceeded fiscal 1995
sales by more than 7.5% up to 12.5% and an additional 2% of base salary for
each additional 1% of sales by which their group exceeded fiscal 1995 sales;
subject, however, to an overall maximum of 15% of base salary. As in fiscal
1995, the 1996 Plan limits the effect of acquisitions to 5% of the sales
volume increases. A further limiting factor in the 1996 Plan, however, is that
sales growth above 12.5% will result in additional payments under the Plan
only if the group is exceeding corporate goals with respect to its return on
sales and its assets/sales ratio.
During the past fiscal year, the Corporation recorded all-time sales and
earnings records, far exceeding both forecasted and prior years' performance.
In accordance with the Corporation's compensation philosophy, the incentive
compensation payable to each executive, including Mr. Collins, was
significantly greater than it would have been had the Corporation merely
achieved its financial goals during fiscal 1995. The Committee concurs with
management's belief that financial results should continue to improve in
fiscal 1996 and, if so, executive incentive compensation should continue at a
similar level. In addition, fiscal 1995's record-breaking performance will
continue to affect incentive compensation in the future, as the fiscal 1995
results will be included in the 1994-95-96 and 1995-96-97 Long Term Incentive
Plan results.
During 1993, the Omnibus Budget Reconciliation Act of 1993 (the "Act") was
enacted by Congress. The Act includes potential limitations on the
deductibility of compensation in excess of $1 million paid to the
Corporation's Chief Executive Officer and four other highest paid executive
officers beginning in fiscal year 1995. The Committee has taken the necessary
actions to ensure the deductibility of compensation paid by the Corporation to
such individuals.
John G. Breen Peter W. Likins
John G. Breen, Chairman Dr. Peter W. Likins
Allan L. Rayfield Wolfgang R. Schmitt
Allan L. Rayfield Wolfgang R. Schmitt
7
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes compensation paid by the Corporation for
each of the last three fiscal years to its Chief Executive Officer and each of
the other four most highly compensated executive officers:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
___________________________________ ______________________
Awards Payouts
__________ ________
Securities All
Other Annual Underlying LTIP Other
Fiscal Compensation Options Payouts Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($) (a) (#) (b) ($) (c) ($) (d)
___________________________________ ______ __________ ________ ____________ __________ ________ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
Duane E. Collins, 1995 680,004 659,082 8,066 30,000 225,798 20,078
President and Chief Executive 1994 600,000 465,840 7,920 22,500 73,425 4,500
Officer (e) 1993 430,000 134,349 73,390 37,500 0 11,263
Dennis W. Sullivan, 1995 500,004 417,252 8,202 15,900 173,121 20,432
Executive Vice President - 1994 472,992 276,990 83,569 9,600 56,306 6,765
Industrial & Automotive 1993 430,000 128,928 3,208 37,500 0 10,214
Michael J. Hiemstra, 1995 351,348 242,837 2,648 9,600 120,483 19,519
Vice President - 1994 338,645 173,489 1,897 5,400 39,146 7,450
Finance and Administration 1993 328,000 89,250 2,135 30,000 0 8,662
Donald A. Zito, 1995 300,000 583,380 705 9,600 97,868 19,879
Vice President, and President, 1994 279,996 217,247 2,779 5,400 31,804 6,276
Fluid Connectors Group 1993 255,000 93,286 1,852 24,000 0 6,833
Stephen L. Hayes, 1995 285,000 166,797 3,823 9,600 107,427 15,163
Vice President, and President, 1994 259,020 97,371 2,990 5,400 0 8,981
Parker Bertea Aerospace Group (f) 1993 204,700 51,222 2,418 45,000 0 8,559
<FN>
(a) Unless otherwise indicated, no executive officers named in the Summary
Compensation Table received personal benefits or perquisites in excess of
the lesser of $50,000 or 10% of his total compensation reported in the
Salary and Bonus columns. Reported in this column is annual compensation
consisting of (i) amounts reimbursed by the Corporation for the payment
of income taxes on certain executive perquisites; (ii) $69,968 in
executive perquisites received by Mr. Collins in fiscal year 1993,
including $40,000 for the payment of a country club membership fee; and
(iii) $76,097 in executive perquisites received by Mr. Sullivan in fiscal
year 1994, including $42,800 for the payment of a country club membership
fee.
(b) All option grants have been adjusted for the 3-shares-for-2 common stock
split paid June 2, 1995.
(c) Dollar value of restricted shares issued as interim and final payments
under the 1993-94-95 Long Term Incentive Plan in August 1994 and
August 1995, respectively. Such value is based on the Corporation's stock
price on the date of issuance of the shares. The restricted shares are
subject to a three-year vesting period from the date of issuance, with
accelerated vesting in the event of the death, disability or normal
retirement of the Plan participant. Dividends are paid by the
Corporation on the restricted shares. The number and value of the
aggregate restricted stock holdings for each of the above-named executive
officers as of June 30, 1995 are as follows: Mr. Collins, 2,670 shares
with a value of $96,788; Mr. Sullivan, 2,047 shares with a value of
$74,204; Mr. Hiemstra, 1,423 shares with a value of $51,584; Mr. Zito,
1,156 shares with a value of $41,905; and Mr. Hayes, no shares.
(d) Represents matching contributions by the Corporation to the Parker
Hannifin Employees' Savings Plus Stock Ownership Plan and the Parker
Hannifin Savings Restoration Plan.
(e) Mr. Collins was named President and Chief Executive Officer on
July 1, 1993, the beginning of fiscal year 1994.
(f) Mr. Hayes was named Vice President, and President, Parker Bertea
Aerospace Group on April 16, 1993.
</FN>
</TABLE>
8
<PAGE>
The following table summarizes stock option grants by the Corporation
during the fiscal year ended June 30, 1995 to each of the executive officers
identified in the Summary Compensation Table on page 8:
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1995
Individual Grants
_____________________________________________________
Number of % of Total Potential realizable value at
Securities Options Exercise assumed annual rates of stock
Underlying Granted to Or Base price appreciation for option term (b)
Options Employees Price Expiration ______________________________________
Name Granted (#) (a) in Fiscal 1995 ($/Sh) Date 5% ($) 10% ($) 9.35% ($) (c)
_________________ ______________ ______________ ________ __________ _______ _________ ___________
<S> <C> <C> <C> <C> <C> <C> <C>
Duane E. Collins 30,000 4.4% $28.00 8/30/04 528,271 1,338,744 1,213,370
Dennis W. Sullivan 15,900 2.3% $28.00 8/30/04 279,984 709,534 643,086
Michael J. Hiemstra 9,600 1.4% $28.00 8/30/04 169,047 428,398 388,278
Donald A. Zito 9,600 1.4% $28.00 8/30/04 169,047 428,398 388,278
Stephen L. Hayes 9,600 1.4% $28.00 8/30/04 169,047 428,398 388,278
<FN>
(a) Options are exercisable on the date following completion of one year of
continuous employment after the date of grant (i.e., August 31, 1995).
Fiscal 1995 grants and exercise prices have been adjusted for the 3-
shares-for-2 common stock split paid on June 2, 1995.
(b) The potential realizable value illustrates the value that might be
recognized upon the exercise of the options immediately prior to the
expiration of their term, assuming the specified compounded rates of
appreciation over the entire term of the option. Shareholders of the
Corporation, as a group, would realize $1,293,608,949 and $3,278,259,062
at assumed annual rates of appreciation of 5% and 10%, respectively, over
the ten-year life of the options. There can be no assurance that the
amounts reflected in this table will be achieved.
(c) Represents the Corporation's actual rate of stock price appreciation over
the past 10 years.
</FN>
</TABLE>
The following table summarizes exercises of stock options during the fiscal
year ended June 30, 1995 by each of the executive officers identified in the
Summary Compensation Table on page 8 and the fiscal year-end number and value
of unexercised options for such executive officers:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND FY-END OPTION VALUES
Number of
Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money
Acquired on Realized at FY-End (#) (1) Options at FY-End ($)
Name Exercise (#) (1) ($) Exercisable / Unexercisable Exercisable / Unexercisable
__________________ ________________ ________ ___________________________ __________________________
<S> <C> <C> <C> <C>
Duane E. Collins 19,500 266,379 129,750 / 30,000 2,135,565 / 247,500
Dennis W. Sullivan 17,625 338,485 150,600 / 15,900 2,567,622 / 131,175
Michael J. Hiemstra 31,500 261,573 105,100 / 9,600 1,842,633 / 79,200
Donald A. Zito 15,000 271,605 71,400 / 9,600 1,241,268 / 79,200
Stephen L. Hayes 12,450 206,035 35,400 / 9,600 540,768 / 79,200
<FN>
(1) Adjusted to reflect the 3-shares-for-2 common stock split paid on
June 2, 1995.
</FN>
</TABLE>
9
<PAGE>
The following table summarizes awards by the Corporation during the fiscal
year ended June 30, 1995 to each of the executive officers identified in the
Summary Compensation Table on page 8 under the Corporation's Long Term
Incentive Plan:
<TABLE>
<CAPTION>
LONG TERM INCENTIVE PLAN - AWARDS IN FISCAL 1995
Estimated Future Payouts under
Number of Performance or Non-Stock Price-Based Plans
Shares Other Period Until ____________________________________________
Name (#) Maturation or Payout Threshold (#) Target (#) Maximum (#)
___________________ _________ ____________________ _____________ __________ ___________
<S> <C> <C> <C> <C> <C>
Duane E. Collins 25,614 3 Years 6,404 25,614 51,228
Dennis W. Sullivan 11,228 3 Years 2,807 11,228 22,455
Michael J. Hiemstra 6,000 3 Years 1,500 6,000 12,000
Donald A. Zito 6,000 3 Years 1,500 6,000 12,000
Stephen L. Hayes 6,000 3 Years 1,500 6,000 12,000
</TABLE>
Awards under the Corporation's Long Term Incentive Plan (LTIP) during the last
fiscal year were made in the form of restricted shares of the Corporation's
Common Stock and entitle each executive officer to receive a pro rata share of
his award based upon the Corporation's actual average return on equity
(threshold of 8%; target of 14%; maximum of 20%) for the three fiscal years
ending June 30, 1997. Awards are payable in August, 1997. Executive officers
will receive cash in lieu of restricted shares under the LTIP if they are
retired at the time of payment or if they elect, prior to June 30, 1996, to
defer the amount earned under the LTIP pursuant to the Corporation's Executive
Deferral Plan. The number of shares awarded under the LTIP have been adjusted
for the 3-shares-for-2 common stock split paid on June 2, 1995.
PENSION PLAN TABLE
The following table summarizes the estimated annual benefits payable upon
retirement to the executive officers identified in the Summary Compensation
Table on page 8:
Years of Service
Remuneration 15 or more
300,000 165,000
500,000 275,000
700,000 385,000
900,000 495,000
1,100,000 605,000
1,300,000 715,000
1,500,000 825,000
1,700,000 935,000
The foregoing table sets forth the straight-life annuity payable under the
Corporation's Supplemental Executive Retirement Benefits Program at the normal
retirement age of 65. The years of service under the Program for each of the
executive officers identified in the Summary Compensation Table on page 8, at
their respective retirement dates, will be as follows: Mr. Collins, 35 years;
Mr. Sullivan, 35 years; Mr. Hiemstra, 25 years; Mr. Zito, 35 years and
Mr. Hayes, 34 years. The Program provides an annual benefit based upon the
average of the participant's three highest years of cash compensation (Salary,
RONA Bonus and Target Incentive Bonus) with the Corporation. Benefits payable
under the Program are based on calendar year compensation. Since the amounts
set forth in the "Salary" and "Bonus" columns in the Summary Compensation
Table on page 8 are determined on a fiscal year basis and since the amount set
forth in the "Bonus" column for Mr. Zito in fiscal 1995 includes payments
received under the Volume Incentive Plan
10
<PAGE>
(which is not included in determining benefits under the Program), such
amounts do not provide a totally accurate basis to determine benefits payable
under the Program. The average of each named participant's three highest
calendar years of cash compensation included in determining benefits under the
Program is as follows: Mr. Collins, $769,225; Mr. Sullivan, $655,175;
Mr. Hiemstra, $470,922; Mr. Zito, $408,377; and Mr. Hayes, $301,718. Benefits
are subject to reduction for payments received under the Corporation's
Retirement Plan and Pension Restoration Plan plus 50% of primary social
security benefits.
Officer Agreements Effective Upon "Change in Control". The Corporation has
entered into separate agreements (collectively the "Agreements") with Messrs.
Collins, Sullivan, Hiemstra, Zito and Hayes. The Agreements are designed to
retain the executives and provide for continuity of management in the event of
any actual or threatened change in the control of the Corporation. Each
Agreement only becomes operative upon a "Change in Control of the Company", as
that term is defined in the Agreements, and only if the executive is then in
the employ of the Corporation. A Change in Control of the Company shall be
deemed to have occurred if and when: (i) any "person" (as such term is used in
Sections 13(d)(2) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")) is or becomes a beneficial owner, directly or
indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding securities; (ii)
during any period of twenty-four consecutive months, individuals who at the
beginning of such twenty-four month period were Directors of the Corporation
for whom the executive shall have voted cease to constitute at least a
majority of the Board of Directors of the Corporation; (iii) the Corporation
enters into a merger, consolidation or other reorganization, or sells all its
assets, and after such transaction less than 55% of the then outstanding stock
of the Corporation is held by shareholders who held stock prior to any such
transaction; or (iv) there is a complete liquidation or dissolution of the
Corporation.
Each Agreement provides that, after the Agreement becomes operative, i.e.,
after a "Change in Control", the executive will receive during employment
annual compensation, consisting of base salary plus incentive compensation, in
an amount not less than that received for the fiscal year ended immediately
prior to the execution date of each Agreement, plus any increase in salary
granted to him from time to time prior to and after any "Change in Control".
In addition, each Agreement provides for continuance, after a "Change in
Control", at not less than present levels, of employee benefit plans and
practices (or equivalent successor plans and practices), including retirement
plans, stock option and stock appreciation rights plans, life and accidental
death and dismemberment insurance and medical and health and welfare plans. If
the executive was not previously designated a participant in the Supplemental
Executive Retirement Benefits Program (described in connection with the
Pension Plan Table on page 10), upon a "Change in Control" he automatically
becomes a participant in that Program. Following a "Change in Control", if an
executive under age 60 (i) is terminated by the Corporation without "cause"
(as defined in the Agreements) or (ii) terminates his employment following his
removal from office or due to a significant change in authority of his office,
he will be entitled (except for Messrs. Hiemstra, Zito and Hayes who are
subject to Sections 280G or 4999 of the Internal Revenue Code) until he
reaches age 60 (but in no event for more than 10 years): (a) to receive from
the Corporation annual compensation equal to the aggregate of his then current
base salary plus his most recent incentive compensation award under the
Corporation's Incentive Compensation Plan, as then in effect; and (b) to
participate in specified employee benefit plans and practices as if he
continued as an employee of the Corporation. The executive is obligated to
endeavor to mitigate damages by seeking comparable employment elsewhere and,
to the extent he receives compensation and benefits from another employer, the
foregoing payments and benefits provided by the Corporation will be reduced
accordingly. Any outstanding stock option held by an executive whose
employment terminates in the manner described above (before or after age 60)
will be surrendered to the Corporation in exchange for a lump-sum payment of
the excess of the "fair market value" of the Common Shares subject to the
option over the exercise price of the option. In each Agreement, the executive
agrees that he will forfeit the foregoing payments and benefits if he engages
in "competition" with the Corporation during the period that any payments are
made or benefits are provided under the Agreement, and agrees not to disclose
to others, either while in the employ of the Corporation or thereafter, any
confidential information relating to the
11
<PAGE>
Corporation. If the employment of an executive is terminated without "cause"
by the Corporation after age 60 (or, if earlier, after 10 years following the
date of the Agreement) and prior to his normal retirement date, the
Corporation is to pay the executive, as a severance allowance, an amount equal
to 50% of one year's total compensation.
COMMON SHARE PRICE PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative shareholder
return on the Corporation's Common Shares with the S&P 500 Index and the S&P
Manufacturing (Diversified Industrials) Index during the period
June 30, 1990 through June 30, 1995, assuming the investment of $100 on
June 30, 1990, and the reinvestment of dividends.
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Return Among
Parker-Hannifin Corporation, the S&P 500 Index and the
S&P Manufacturing (Diversified Industrials) Index
6/30/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
<S> <C> <C> <C> <C> <C> <C>
Parker-Hannifin Corporation 100 94 106 124 164 213
S&P 500 Index 100 107 122 138 140 177
S&P Manufacturing (Diversified Industrials) Index 100 106 105 124 139 183
</TABLE>
TRANSACTIONS WITH MANAGEMENT
During the fiscal year ended June 30, 1995, the Corporation made payments
totaling $122,198 to Cleveland Jet Center, Inc. for maintenance and other
related services for the Corporation's owned aircraft. Cleveland Jet Center,
Inc. is wholly owned by Patrick S. Parker, Chairman of the Board of Directors
of the Corporation, and Mr. Parker is a Director of such corporation.
12
<PAGE>
ADOPTION OF AN AMENDMENT TO AMENDED ARTICLES OF INCORPORATION
The Board of Directors recommends that the shareholders adopt an amendment
to the Corporation's Amended Articles of Incorporation to increase the number
of authorized common shares, $.50 par value ("Common Shares"), from
150,000,000 to 300,000,000. This action would increase the total authorized
shares of the Corporation from 153,000,000 to 303,000,000. The shares would
consist of 300,000,000 Common Shares and 3,000,000 shares of Serial Preferred
Stock.
On April 12, 1995, the Board of Directors approved a three-shares-for-two
stock split of the Common Shares payable June 2, 1995 to shareholders of
record on May 18, 1995. The stock split increased by 50% the number of Common
Shares outstanding on June 2, 1995. As of June 30, 1995, there were 74,002,402
Common Shares issued and outstanding, 74,002,402 Common Shares reserved for
issuance under the 1987 Shareholder Rights Agreement, and 1,808,643 Common
Shares reserved for issuance upon the exercise of stock options held by
employees under Employee Stock Option and Stock Incentive Plans, leaving only
186,553 authorized, unissued and unreserved Common Shares. As of
June 30, 1995, there was no Serial Preferred Stock issued.
The availability of additional shares will enhance the Corporation's
flexibility in connection with possible future actions, such as stock
dividends, stock splits, financings, employee benefit programs, acquisitions
or other corporate purposes. Although the Corporation has no present plans,
arrangements, understandings, or commitments to issue additional Common
Shares, the Board of Directors believes that it is in the best interests of
the Corporation to have the flexibility to issue such Common Shares without
shareholder approval after possible actions are identified. The Board of
Directors will determine whether, when and on what terms the issuance of
Common Shares may be warranted in connection with any of the foregoing
purposes.
The availability for issuance of additional Common Shares could enable the
Board of Directors to render more difficult or discourage an attempt to obtain
control of the Corporation. For example, the issuance of Common Shares in a
public or private sale, merger or similar transaction would increase the
number of outstanding shares, thereby possibly diluting the interest of a
party attempting to gain control of the Corporation. The Corporation is not
aware, however, of any pending or threatened efforts to obtain control of the
Corporation.
The additional Common Shares, like the presently authorized Common Shares,
will not be subject to preemptive rights. The additional shares may be issued
by the Board of Directors without further authorization by the shareholders,
except in accordance with any requirements of applicable law or if required by
the policies of the New York Stock Exchange. It is possible that under certain
circumstances the issuance of such shares may result in dilution of
shareholders' voting rights and per share equity in the earnings and assets of
the Corporation.
Vote Required for Adoption of the Amended Articles. The increase in the
number of authorized shares would be effected by the adoption of an amendment
to the Amended Articles of Incorporation. No change other than the increase in
the number of authorized Common Shares from 150,000,000 to 300,000,000 will be
made in the existing Amended Articles. Adoption of the amendment to the
Amended Articles of Incorporation requires the affirmative vote of the holders
of at least two-thirds of the outstanding Common Shares.
The Board of Directors unanimously recommends a vote FOR adoption of the
amendment to the Amended Articles of Incorporation.
13
<PAGE>
ADOPTION OF THE NON-EMPLOYEE DIRECTORS' STOCK PLAN
The Board of Directors recommends that the stockholders approve the
adoption of the Non-Employee Directors' Stock Plan (the "Plan").
If approved by the stockholders, members of the Board of Directors of the
Corporation (the "Board") who are not employees of the Corporation may elect
to receive all or part of the fees they receive as a Director in the form of
Common Stock. The purpose of the Plan is to advance the interests of the
Corporation by enabling members of the Board to receive Common Shares in lieu
of cash compensation. The Plan is administered by the Compensation and
Management Development Committee of the Board (the "Committee"). The principal
features of the Plan are summarized below.
Each member of the Board who is not a regular employee of the Corporation
is eligible to participate in the Plan. Ten Directors will be eligible for
participation in the Plan following shareholder approval. Any non-employee
Director shall make his election at least six months prior to the effective
date of such election. The Common Shares will be issued to such Director
promptly at the beginning of the period to which the election applies and the
number of Common Shares received will be equal to the amount of fees for such
period divided by the average of the high and low quotations for the Common
Shares reported for the New York Stock Exchange - Composite Transactions on
the date such election takes effect. No fractional shares will be issued; all
shares awarded shall be full shares, rounded up to the nearest whole share.
The Committee may at its discretion impose restrictions and conditions on the
issuance of the Common Shares to Plan participants, including without
limitations restrictions on the transferability of the Common Shares and the
vesting of ownership of the Common Shares in the participants.
The maximum number of Common Shares that may be purchased under the Plan
shall be 50,000; provided, however, that the number, rights and privileges of
the shares issuable under the Plan shall be increased, decreased or changed in
the event of any future stock splits, stock dividends or other changes in the
capitalization of the Corporation. The Plan became effective October 26, 1994
(subject to approval by the shareholders of the Corporation) and will
terminate on December 31, 2004.
Set forth below is information relating to the number of Common Shares
which participants in the Plan have elected to receive in lieu of fees,
subject to approval of the Plan by the shareholders:
New Plan Benefits
Non-Employee Directors' Stock Plan
Non-Executive Director Group 2,990 shares
Assuming an election by a participant to convert his entire retainer of
$72,000 for his three-year term of office into Common Shares, based upon the
price of Common Shares on the New York Stock Exchange on August 30, 1995 of
$39.50, a participant would receive 1,823 Common Shares at the commencement of
such three-year term under the Plan.
Approval by Stockholders. In order to be adopted, the Non-Employee
Directors' Stock Plan must be approved by the affirmative vote of a majority
of the outstanding shares of Common Stock represented at the meeting and
entitled to vote.
The Board of Directors unanimously recommends a vote FOR approval of the
Non-Employee Directors' Stock Plan.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee and the Board of Directors recommend the appointment of
Coopers & Lybrand L.L.P. as certified public accountants to examine the
financial statements of the Corporation as of and for the fiscal year ending
June 30, 1996. Coopers & Lybrand L.L.P. has made the annual audit of the
Corporation's accounts since its organization in 1938. A representative of
Coopers & Lybrand L.L.P. is expected to be present at the meeting with an
opportunity to make a statement if he desires to do so and to respond to
14
<PAGE>
appropriate questions. Ratification of the appointment of Coopers & Lybrand
L.L.P. as certified public accountants requires the affirmative vote of a
majority of the votes cast thereon.
The Board of Directors unanimously recommends a vote FOR the proposal.
PRINCIPAL SHAREHOLDERS OF THE CORPORATION
The following table sets forth, as of August 17, 1995, the name and address
of each person believed to be a beneficial owner of more than 5% of the Common
Shares of the Corporation, the number of shares and the percentage so owned,
as well as the beneficial ownership of Common Shares of the Corporation by the
Directors, the executive officers of the Corporation named in the Summary
Compensation Table on page 8, and all Directors and executive officers as a
group:
Amount and Nature Percentage
Name of of of
Beneficial Owner Beneficial Ownership(A) Class(B)
FMR Corp. 4,288,772(C) 8.76%(C)
82 Devonshire Street
Boston, MA 02109-3614
J. G. Breen 4,500
P. C. Ely 1,846
A. H. Ford 6,000
F. A. LePage 7,500
P. W. Likins 1,594
P. S. Parker 616,020(D)
A. L. Rayfield 1,050
W. R. Schmitt 760
P. G. Schloemer 396,249(D)
W. Seipp 3,000
D. E. Collins 223,604(D)
D. W. Sullivan 282,222(D)
M. J. Hiemstra 127,953(D)
D. A. Zito 97,822(D)
S. L. Hayes 51,717(D)
All Directors and executive 2,120,727(D) 2.82%
officers as a group
(24 persons)
(A) Unless otherwise indicated, the beneficial owner has sole voting and
investment power.
(B) No Director or executive officer beneficially owned more than 1% of the
Corporation's Common Stock as of August 17, 1995.
(C) Pursuant to a statement filed by FMR Corp. with the SEC in accordance
with Rule 13d-1 of the Securities Exchange Act of 1934 on behalf of
itself, Edward C. Johnson 3rd (Chairman of FMR Corp.), Fidelity
Management & Research Company, Fidelity Magellan Fund, Fidelity
Management Trust Company and Fidelity International Limited, FMR Corp.
has reported that as of December 31, 1994 (prior to the 3-shares-for-2
Common Stock split paid on June 2, 1995) it had sole voting power over
76,382 shares and sole investment power over 4,288,772 shares.
(D) These amounts include 108,000, 279,000, 159,750, 166,500, 114,750,
81,000, 45,000, and 1,160,700 Common Shares subject to options
exercisable on or prior to October 16, 1995 granted under the
Corporation's stock option plans held by Messrs. Parker, Schloemer,
Collins, Sullivan, Hiemstra, Zito and Hayes and all Directors and
executive officers as a group, respectively. Such Common Shares are
deemed to be outstanding only for the purpose of computing the percentage
of shares owned by each of the individuals and the officers and Directors
as a group. These amounts also include 12,152, 3,554, 13,509,
4,810, 2,302, 5,912, 5,405 and 89,099 Common Shares as to which
Messrs. Parker, Schloemer, Collins, Sullivan, Hiemstra, Zito, and Hayes
and all Directors and executive officers as a group, respectively, hold
voting power pursuant to the Corporation's Employees' Savings Plus Stock
Ownership Plan as of June 30, 1995.
15
<PAGE>
As required by the Securities and Exchange Commission rules under Section
16 of the Securities and Exchange Act of 1934, the Corporation notes that
during the fiscal year ended June 30, 1995, Patrick S. Parker, Chairman of the
Board, filed one untimely report regarding one transaction in the
Corporation's Common Shares.
SHAREHOLDERS' PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the proxy statement for the 1996 Annual Meeting of Shareholders
is expected to be May 27, 1996.
GENERAL
The Board of Directors knows of no other matters which will be presented at
the meeting. However, if any other matters properly come before the meeting or
any adjournment, the person or persons voting the proxies will vote in
accordance with their best judgment on such matters.
The Corporation will bear the expense of preparing, printing and mailing
this Proxy Statement. In addition to solicitation by mail, officers and other
employees of the Corporation may solicit the return of proxies. The
Corporation will request banks, brokers and other custodians, nominees and
fiduciaries to send proxy material to beneficial owners of Common Shares. The
Corporation will, upon request, reimburse them for their expenses in so doing.
The Corporation has retained Kissel-Blake Inc., 110 Wall Street, New York, New
York, to assist in the solicitation of proxies at an anticipated cost of
$12,000 plus disbursements.
You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the meeting. Shares represented by
properly executed proxies will be voted in accordance with any specification
made thereon and, if no specification is made, will be voted in favor of
fixing at four the number of Directors in the class whose three-year term of
office will expire in 1998 and for the election of the nominees for Directors
in such class; in favor of the adoption of the amendment to the Amended
Articles of Incorporation of the Corporation; in favor of the adoption of the
Corporation's Non-Employee Directors' Stock Plan; and in favor of the
appointment of Coopers & Lybrand L.L.P. as independent public accountants for
the fiscal year ending June 30, 1996. Abstentions and broker non-votes are
counted in determining the votes present at a meeting. Consequently, an
abstention or a broker non-vote has the same effect as a vote against a
proposal, as each abstention or broker non-vote would be one less vote in
favor of a proposal. You may revoke your Proxy by giving notice to the
Corporation in writing or in open meeting, without affecting any vote
previously taken. However, your mere presence at the meeting will not operate
to revoke your Proxy.
The Annual Report of the Corporation, including financial statements for
the fiscal year ended June 30, 1995, is being mailed to shareholders with this
Proxy Statement.
By Order of the Board of Directors
Joseph D. Whiteman
Joseph D. Whiteman
Secretary
September 25, 1995
16
<PAGE>
PARKER-HANNIFIN CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON OCTOBER 25, 1995
This Proxy is Solicited on behalf of the Board of Directors
1995 The undersigned hereby appoints PATRICK S. PARKER, DUANE E. COLLINS and
JOSEPH D. WHITEMAN, and any of them, as proxies to represent and to vote
P all shares of stock of Parker-Hannifin Corporation which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the
R Corporation to be held on October 25, 1995, and at any adjournments
thereof, on the proposals more fully described in the Proxy Statement
O for the Meeting in the manner specified herein and on any other business
that may properly come before the Meeting.
X
Y Election of Directors (change of address)
Proposal to fix at four the number _________________________________
of Directors in the class whose term _________________________________
of office will expire in 1998 and to _________________________________
elect the following to such class: _________________________________
(If you have written in the above
John G. Breen space, please mark the correspon-
Patrick S. Parker ding box on the reverse side of
Walter Seipp this card.)
Dennis W. Sullivan
You are encouraged to specify your choices by marking the appropriate boxes
(SEE REVERSE SIDE) but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this Card. _______________
SEE REVERSE
SIDE
_______________
[X] Please mark your vote SHARES IN YOUR NAME REINVESTMENT SHARES
as in this example
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Adoption of [ ] [ ] [ ]
Directors amendments to
(see reverse) Amended
Articles of
Incorporation
For, except vote withheld 3. Adoption of [ ] [ ] [ ]
from the following Non-Employee
nominee(s): Directors'
Stock Plan
_________________________
4. Appointment of [ ] [ ] [ ]
Coopers &
Lybrand L.L.P. as
auditors for fiscal
year 1996
[ ] Change of Address
The Board of Directors recommends a vote
FOR Items 1, 2, 3 and 4.
Signature(s) ___________________________________ Date _____________________
Signature(s) ___________________________________ Date _____________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
