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PRICING SUPPLEMENT NO. 5 Rule 424(b)(2)
TRADE DATE: July 9, 1998 Registration Nos. 333-47955
(To Prospectus Supplement dated April 6, 1998 333-02761
including the Prospectus dated March 23, 1998) CUSIP No. 70109HAE5
PARKER-HANNIFIN CORPORATION
MEDIUM-TERM NOTES
Due More Than Nine Months from Date of Issue
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Floating Rate Note ( ) 6.55% Fixed Rate Note (X)
Principal Amount: $100,000,000 Issue Price: 100%
Original Issue Date: July 14, 1998 Specified Currency: U.S. Dollars
Interest Accrual Date: July 14, 1998 Maturity Date: July 15, 2018
Redemption Date(s): See Additional Terms New Notice of
Redemption Price(s): See Additional Terms Maturity Renewal
Authorized Denominations (if other than Date(s): None Date(s): None
denominations of $1,000 and integral
multiples of $1,000 in excess thereof Interest Payment Period: Semi-Annual
in U.S. Dollars): N/A
Repayment Date(s): None Interest Payment Dates:
Repayment Price(s): None July 15 and January 15
Total Amount of OID: N/A
Yield to Maturity: N/A Global Security: (X) Yes ( ) No
Initial Accrual Period OID: N/A Exchange Rate Agent: N/A
Method Used to Determine Historical Exchange Rate: N/A
Yield to Maturity and Initial
Accrual Period OID: N/A
(Only applicable to Floating Rate Notes): Spread (plus or minus): N/A
Initial Interest Rate: N/A Spread Multiplier: N/A
Index Maturity: N/A Maximum Interest Rate: N/A
Base Rate(s): N/A Minimum Interest Rate: N/A
If LIBOR, Designated LIBOR Page: N/A Calculation Rate Agent: N/A
( ) LIBOR Reuters
( ) LIBOR Telerate Name of Agents: Morgan Stanley & Co.,
Incorporated, Salomon Brothers Inc,
and Citicorp Securities, Inc.
Index Currency: U.S. Dollars Agents' Aggregate Discount or Commission:
Interest Reset Period: N/A $875,000
Interest Reset Dates: N/A Net Proceeds to Co.: $99,125,000
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The Agents are purchasing Notes from the Company as Principal for resale to
Investors and other purchasers. The Agents have advised the Company that they
propose initially to offer part of the Notes directly to the public at the
public offering price of 100% of the principal amount of the Notes, and part to
certain dealers at a price which represents a concession not in excess of 0.50%
of the principal amount of the Notes. The Agents may allow, and such dealers
may reallow, a concession not in excess of 0.25% of the principal amount of the
Notes to certain other dealers. After the initial offering of the Notes, the
offering price and other selling terms may from time to time be varied by the
Agents.
Additional Terms: The Notes will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a redemption price equal to
the greater of (i) 100% of their principal amount or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis
points, plus in each case accrued interest to the date of redemption.
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"Treasury Yield" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by
the Trustee.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations for such redemption date,
or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption
date.
"Reference Treasury Dealer" means (i) each of Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and Citicorp Securities, Inc.; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Company.
If less than all of the Notes are to be redeemed, the Trustee shall select, in
such manner as it shall deem appropriate and fair, the particular Notes or
portions thereof to be redeemed. Notice of redemption shall be given by mail not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes to be redeemed (which, as long as the Notes are held in the
book-entry only system, will be DTC (or its nominee) or a successor depositary);
provided, however, that the failure to duly give such notice by mail, or any
defect therein, shall not affect the validity of any proceedings for the
redemption of Notes as to which there shall have been no such failure or defect.
On and after the date fixed for redemption (unless the Company shall default in
the payment of the Notes or portions thereof to be redeemed at the applicable
redemption price, together with interest accrued thereon to such date), interest
on the Notes or the portions thereof so called for redemption shall cease to
accrue.
