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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: March 12, 1999
PARKER-HANNIFIN CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 1-4982 34-0451060
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6035 Parkland Boulevard, Cleveland, Ohio 44124-4141
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (216) 896-3000
The Exhibit Index appears on sequential page 3.
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PARKER-HANNIFIN CORPORATION
FORM 8-K
Item 5. Other Events.
On March 12, 1999, The Parker Retirement Savings Plan Trust
issued and sold $112 million aggregate principal amount of 6.34% Amortizing
Notes due July 15, 2008 in a private offering in reliance on Rule 144A under the
Securities Act of 1933. Parker-Hannifin Corporation ("Parker") guaranteed the
Amortizing Notes. Pursuant to Rule 135c of the Securities Act of 1933, Parker
is filing herewith the following exhibit:
99.1. Press Release, dated March 12, 1999.
SIGNATURE
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.
PARKER-HANNIFIN CORPORATION
(Registrant)
By: /s/ Thomas A. Piraino, Jr
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Vice President, General Counsel
and Secretary
Date: March 15, 1999
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release, dated March 12, 1999.
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Date: March 12, 1999 Exhibit 99.1
For Release: Immediately
Contact: Contact:
Media - Financial Analysts -
L.P. Crum, Corp. Communications T. K. Pistell
(216) 896-2750 (216) 896-2130
J. L. Bennett, Public Relations Stock Symbol: PH-NYSE
(216) 896-3258
[Parker Hannifin Logo]
PARKER LEVERAGES ESOP
CLEVELAND, OHIO, March 12, 1999 -Parker Hannifin Corporation (PH-NYSE)
announced that the Parker Retirement Savings Plan Trust today issued and sold
$112,000,000 aggregate principal amount of its 6.34% Amortizing Notes due 2008.
Proceeds from the sale of the Amortizing Notes are being used by the ESOP trust
to purchase shares of the company's common stock in treasury. The Amortizing
Notes are guaranteed by Parker.
Parker President and Chief Executive Officer Duane E. Collins said,
"This plan will continue to provide employees a stake in the financial success
of the company. The ESOP shares will be used to match a portion of employee
contributions to the company's existing 401(k) Savings Plan."
The ESOP Trustee is Key Trust Company of Ohio, National Association, a
national banking association, which acted solely as directed trustee in the
transactions.
In 1989, Parker implemented a similar ESOP transaction by guaranteeing
$70 million in debt over a seven year period. The ESOP Trust used the proceeds
to purchase Parker shares in the open market, which were then used to meet a
portion of the employer matching contribution requirements under the Parker
401(k) Savings Plan. Mr. Collins said that the program was well received, with
71 percent employee participation. The debt was fully paid as of June 1996.
The Amortizing Notes have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy and
is issued pursuant to Rule 135c under the Securities Act.
Parker Hannifin is a $4.6 billion diversified manufacturer of motion,
control, instrumentation and fluid flow components and systems for hundreds of
industrial and aerospace markets. For more information, visit the company's Web
site at www.parker.com.
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PHNR-9906
