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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 Report (Date of earliest event reported) April 11, 2000
PARKER-HANNIFIN CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Ohio
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(State or other Jurisdiction of Incorporation)
Ohio 1-4982 34-0451060
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
6035 Parkland Boulevard
Cleveland, Ohio 44124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 896-3000
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 11, 2000, Parker-Hannifin Corporation, an Ohio corporation,
completed its previously announced merger with Commercial Intertech Corp., an
Ohio corporation. Commercial Intertech is an international manufacturer
consisting of three business groups: (1) Commercial Hydraulics; (2) Astron
Building Systems; and (3) Commercial Metal Forming.
Pursuant to the Agreement and Plan of Merger, dated as of January 14,
2000, by and between Parker and Commercial Intertech, Commercial Intertech
merged with and into Parker, with Parker as the surviving corporation. As a
result of the merger, each outstanding share of Commercial Intertech common
stock for which a valid cash election had not been made was converted into .4611
shares of Parker common stock, with cash to be paid in lieu of the issuance of
fractional shares of Parker common stock. Each share of Commercial Intertech
common stock for which a valid cash election had been made was converted into
the right to receive $20.00 in cash, subject to the limitations discussed below.
The merger agreement limits the amount of cash payable by Parker in the merger
to 49% of the total merger consideration. Because more than 49% of the shares of
Commercial Intertech common stock were subject to valid cash elections, the
Commercial Intertech shareholders who elected to receive cash for all or part of
their shares will receive a prorated combination of cash and Parker stock. The
specific terms of the proration will be announced by Parker on or about April
24, 2000. Also, under the terms of the merger agreement, each outstanding option
to acquire Commercial Intertech common stock was converted into an option to
acquire .4611 shares of Parker common stock. The exchange ratio, the cash
election limitations and the other terms of the merger agreement were determined
through arm's length negotiations between representatives of Parker and
Commercial Intertech.
The merger will be accounted for under the purchase method of
accounting. The transaction will be tax-free for Commercial Intertech
shareholders to the extent they receive Parker stock. Parker is using a
combination of cash on hand and commercial paper borrowings to fund the purchase
of the Commercial Intertech shares that are subject to valid cash elections. The
text of the joint press release of Commercial Intertech and Parker issued on
April 11, 2000 is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
2.1 Agreement and Plan of Merger,
dated as of January 14, 2000, by
and between Commercial Intertech
Corp. and Parker-Hannifin
Corporation (incorporated by
reference to Exhibit 2.1 to
Parker's Current Report on Form
8-K dated January 17, 2000).
99.1 Text of joint press release of Commercial
Intertech Corp. and Parker-Hannifin
Corporation issued April 11, 2000.
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SIGNATURES
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
Date: April 12, 2000 By: /s/ Thomas A. Piraino, Jr.
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Thomas A. Piraino, Jr.
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
2.1 Agreement and Plan of Merger, dated as of January 14, 2000,
by and between Commercial Intertech Corp. and Parker-Hannifin
Corporation (incorporated by reference to Exhibit 2.1 to
Parker's Current Report on Form 8-K dated January 17, 2000).
99.1 Text of joint press release of Commercial Intertech and
Parker-Hannifin Corporation issued April 11, 2000.
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[PARKER LOGO] EXHIBIT 99.1
FOR RELEASE: IMMEDIATELY
CONTACT: Media -
Lorrie Paul Crum, VP - Corp. Communications 216/896-2750
Financial Analysts -
Timothy K. Pistell, Treasurer 216/896-2130
STOCK SYMBOL:PH - NYSE
PARKER HANNIFIN WELCOMES COMMERCIAL INTERTECH WITH COMPLETION OF MERGER
Cleveland and Youngstown, Ohio: April 11, 2000 - Parker Hannifin and Commercial
Intertech 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."
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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 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.
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