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Filed by Commercial Intertech Corp.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Commercial Intertech Corp.
Registration Number: 333-96453
LETTER MAILED TO SHAREHOLDERS AND PRESS RELEASE ISSUED IN CONNECTION
WITH COMMERCIAL INTERTECH'S PROPOSED MERGER WITH AND INTO
PARKER-HANNIFIN CORPORATION:
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March 24, 2000
Re: APRIL 5, 2000 CASH ELECTION DEADLINE
Dear Fellow Shareholder:
As described in the Proxy Statement mailed to you earlier this month,
Commercial Intertech has been working on obtaining a waiver from a German
regulatory agency before determining the timing of the closing of the proposed
merger with Parker-Hannifin Corporation.
I am pleased to inform you that we have received the waiver, and therefore,
subject to approval by our shareholders and certain other conditions, we and
Parker expect to close the merger immediately following the April 11, 2000
Special Meeting of Shareholders. As a result, the deadline for submitting the
election and transmittal form (the blue form provided in your Proxy Statement,
and, for your convenience, included again with this mailing) to receive cash for
all or some of your Commercial Intertech shares is April 5, 2000. This is the
"Election Deadline" referred to in your Proxy Statement.
In the merger, you may elect to receive either cash, Parker stock or a
combination of cash and Parker stock by completing the election and transmittal
form. If you do not make an election, you will receive Parker stock. If you want
to receive cash in exchange for all or some of your shares of Commercial
Intertech stock, you must sign, date and complete the election and transmittal
form (the blue form included with this letter) and return it to the Exchange
Agent, National City Bank, with your stock certificates or a guarantee of
delivery so that it is received by National City Bank by 4:00 p.m., Cleveland,
Ohio time on April 5, 2000. Elections are properly made only if the Exchange
Agent actually receives a properly completed election and transmittal form by
4:00 p.m., Cleveland, Ohio time on April 5, 2000. If you fail to submit an
election and transmittal form by this deadline, you will receive Parker stock in
the merger.
Please carefully read the election and transmittal form for complete
instructions regarding your cash election, and the Proxy Statement for details
on the proposed merger of Commercial Intertech with and into Parker.
For your convenience, we have also included with this letter an additional
copy of the proxy card. The meeting is rapidly approaching, and we urge you to
complete, sign, date and mail the enclosed proxy card in the envelope which we
have provided.
You may contact Commercial Intertech with any questions regarding the cash
election or the merger. Please forward any questions to the office of General
Counsel, 330-746-8011.
By order of the Board of Directors,
/s/ Shirley Shields
Shirley Shields
Vice President and Corporate Secretary
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COMMERCIAL INTERTECH CORP. ANNOUNCES ANTICIPATED CLOSING DATE
AND CASH ELECTION DEADLINE FOR MERGER WITH PARKER-HANNIFIN
CORPORATION
Youngstown, Ohio: March 24, 2000 -- Commercial Intertech Corp. (NYSE: TEC)
and Parker-Hannifin Corporation (NYSE: PH) announced today that, subject to the
approval of Commercial Intertech's shareholders and certain other conditions,
they will close the proposed merger of their two companies immediately following
Commercial Intertech's April 11, 2000 Special Meeting of Shareholders.
This anticipated closing date is a result of Commercial Intertech's receipt
of a waiver from the German government relating to a material contract. Based on
the April 11, 2000 anticipated closing date, the deadline for Commercial
Intertech shareholders to elect to receive cash for all or some of their
Commercial Intertech shares is April 5, 2000. Commercial Intertech is sending a
notice to its shareholders of record as of February 25, 2000, the record date
for the merger, advising them of this closing date and the April 5, 2000 cash
election deadline.
On January 17, 2000, Commercial Intertech and Parker announced that their
Boards of Directors had approved a definitive agreement to merge in a cash and
stock transaction whereby Parker would acquire all outstanding stock of
Commercial Intertech.
Commercial Intertech is an international manufacturer of engineered metal
products and systems comprising Commercial Hydraulics, Astron Building Systems
and Commercial Metal Forming. The Company employs 3,800 men and women at 27
facilities in seven countries.
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INVESTOR NOTICE
Investors and shareholders are advised to read the proxy statement/prospectus
regarding Commercial Intertech Corp.'s proposed merger with and into
Parker-Hannifin Corporation referenced in the foregoing information, because it
contains important information. This proxy statement/prospectus was filed with
the Securities and Exchange Commission by Parker as part of Parker's
Registration Statement on Form S-4, which became effective February 28, 2000.
Investors and shareholders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Commercial Intertech or Parker
at the Securities and Exchange Commission's web site at www.sec.gov. The proxy
statement/prospectus and such other documents also may be obtained by directing
such request to Commercial Intertech Corp., 1775 Logan Avenue, Youngstown, Ohio,
44502. 330-746-8011.
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; failure of the merger to be consummated;
ability to successfully integrate Commercial Intertech's business with Parker's;
and factors noted in the Registration Statement on Form S-4 filed by Parker in
connection with the proposed merger with Commercial Intertech and in Commercial
Intertech's reports filed with the Securities and Exchange Commission.