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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.