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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 3, 2000
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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)
1-4982 34-0451060
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(Commission File Number) (IRS Employer Identification No.)
6035 Parkland Boulevard, Cleveland, Ohio 44124
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(Address of principal executive offices) (Zip Code)
(216) 896-3000
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(Registrant's Telephone Number)
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Item 5. Other Events.
On February 3, 2000, Parker-Hannifin Corporation and Dana
Corporation issued a joint press release announcing Parker-Hannifin's purchase
of substantially all of the assets of the Gresen hydraulics division from Dana
Corporation. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
99.1 Press release of Parker-Hannifin Corporation and Dana
Corporation, dated February 3, 2000, announcing
Parker-Hannifin's purchase of substantially all of the assets
of the Gresen hydraulics division from Dana Corporation.
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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: February 7, 2000 By: /s/ Thomas A. Piraino
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Name: Thomas A. Piraino
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
99.1 Press release of Parker-Hannifin Corporation and Dana
Corporation, dated February 3, 2000, announcing
Parker-Hannifin's purchase of substantially all of the assets
of the Gresen hydraulics division from Dana Corporation.
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[DANA LOGO] [PARKER LOGO]
FOR RELEASE: IMMEDIATELY
CONTACTS: FOR PARKER FOR DANA
Media -
Lorrie Paul Crum, VP - Gary Corrigan,
Corp. Communications VP Corp. Communications
216/896-2750 419/535-4813
Financial Analysts -
Timothy K. Pistell, VP &
Treasurer
216/896-2130
PARKER TO ACQUIRE DANA'S GRESEN HYDRAULIC OPERATIONS
Cleveland and Toledo, Ohio: February 3, 2000 - Parker Hannifin Corporation
(NYSE: PH) and Dana Corporation (NYSE: DCN) today announced their agreement for
Parker to acquire the assets of Dana's Gresen Hydraulic business for an
undisclosed sum. The transaction is being completed immediately.
Gresen manufactures a wide range of hydraulic pumps, motors, cylinders, control
valves, filters and electronic controls for on- and off-highway vehicles. With
1999 sales of $128 million, Gresen employs nearly 1,000 people at facilities in
Greenville, S.C.; Minneapolis; Sarasota, Fla.; and Cachoeirinha, R.S., Brazil.
The agreement comes on the heels of Parker's January 17 announcement of its
proposed merger with Youngstown-based Commercial Intertech, a leader in
mobile-hydraulic systems with $535 million in 1999 sales. Like Commercial
Intertech, Gresen also is a strategic complement to Parker's existing hydraulics
business, adding a variety of mobile products that will offer customers the
convenience and value of total system capabilities for their motion and control
applications, all from one source.
Parker said it expects both additions to be accretive to earnings in the first
full fiscal year. "We have a unique opportunity to add two leading players in
the mobile hydraulics market that furthers our strategy to offer the full range
of motion-control capabilities to our customers," said Parker Chairman and CEO
Duane Collins. "Gresen is a another great fit that presents terrific
product-extension and cross-selling
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opportunities. Its products complement ours and those of Commercial Intertech,
and Gresen also offers a presence in Brazil that fits well with our aim to grow
market share in Latin America. So, from a strategic perspective, it's a plus-up
that won't just make us bigger; it will make us better."
Parker Hydraulics Group President Don Washkewicz said, "The number-one message
we want to send to our fellow Gresen employees is that with Parker, Gresen will
get stronger, because we buy to build. We bring all of the resources of a
leading global company that invests in development, so together, we have
tremendous opportunities for growth."
Joe Magliochetti, Dana president and CEO, said "This divestiture reinforces
Dana's ongoing commitment to increase shareholder value by further focusing on
our core products. It enables us to better position Dana strategically for the
opportunities and challenges ahead."
Southwood J. Morcott, Dana's chairman said, "Gresen is a solid business. It has
great products and people, but it no longer fits into Dana's strategy. This
business fits well with Parker's core business, and therefore gives our people
more opportunities for growth with a leading company. This transaction also
allows Dana to focus on growing its core businesses."
With nearly $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.
Dana Corporation is one of the world's largest independent suppliers to vehicle
manufacturers and their related aftermarkets. Founded in 1904, and based in
Toledo, Ohio, the company operates some 330 major facilities in 32 countries and
employs more than 84,000 people. The company reported sales of $13.2 billion in
1999. Dana's
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Internet address is www.dana.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, 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
transactions to be consummated; ability to successfully integrate the acquired
businesses with Parker's; and factors noted in the companies' reports filed with
the U.S. Securities and Exchange Commission.
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