SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [x] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 PARKER-HANNIFIN CORPORATION _______________________________________________________________________ (Name of Registrant as Specified In Its Charter) Joseph D. Whiteman, Secretary ______________________________________________________________________ (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: PARKER-HANNIFIN CORPORATION 17325 Euclid Avenue - Cleveland, Ohio 44112 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OCTOBER 23, 1996 The annual meeting of shareholders of Parker-Hannifin Corporation will be held at Tower City Center, 230 Huron Road, N.W., Cleveland, Ohio 44113, in the English Oak Room, on Wednesday, October 23, 1996, at 9:00 a.m., Eastern Daylight Time, for the following purposes: 1. Fixing at five the number of Directors in the class whose three-year term of office will expire in 1999 and electing five Directors in such class; 2. Appointing Coopers & Lybrand L.L.P. as independent public accountants for the fiscal year ending June 30, 1997; and 3. Transacting such other business as may properly come before the meeting. Shareholders of record at the close of business on August 29, 1996, are entitled to vote at the meeting. Please sign and return the enclosed Proxy promptly. A return envelope is enclosed for your convenience. By Order of the Board of Directors Joseph D. Whiteman Joseph D. Whiteman Secretary September 23, 1996 PARKER-HANNIFIN CORPORATION 17325 Euclid Avenue - Cleveland, Ohio 44112 Web Site: http://www.parker.com PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of the Corporation of proxies to be voted at the annual meeting of shareholders scheduled to be held on October 23, 1996, and at all adjournments thereof. Only shareholders of record at the close of business on August 29, 1996 will be entitled to vote. On that date, 74,296,372 Common Shares of the Corporation were outstanding and entitled to vote at the meeting, each share being entitled to one vote. This Proxy Statement and the form of Proxy are being mailed to shareholders on September 23, 1996. Shareholders of the Corporation have cumulative voting rights in the election of Directors, provided any shareholder gives notice in writing to the President or a Vice President or the Secretary of the Corporation not less than 48 hours before the time fixed for holding the meeting that he desires that the voting at such election be cumulative and an announcement of the giving of such notice is made upon the convening of the meeting by the Chairman or the Secretary or by or on behalf of the shareholder giving such notice. In such event, each shareholder has the right to cumulate his votes and give one nominee the number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his Common Shares are entitled, or he may distribute his votes on the same principle among two or more nominees, as he sees fit. In the event that voting at the election is cumulative, the persons named in the Proxy will vote Common Shares represented by valid Board of Directors' Proxies on a cumulative basis for the election of the nominees named below, allocating the votes of such Common Shares in accordance with their judgment. ELECTION OF DIRECTORS The Directors of the class elected at each annual election hold office for terms of three years. The Board of Directors of the Corporation presently consists of 14 members divided into three classes. The classes whose terms expire in 1996 and 1997 consist of five members each and the class whose term expires in 1998 consists of four members. Since the last annual meeting of shareholders, pursuant to authority granted in the Corporation's Code of Regulations, the Board of Directors has added two additional members, as follows: Stephanie A. Streeter was elected to the Board of Directors in April 1996 to a term expiring in 1996 and Michael A. Treschow was elected to the Board of Directors in July 1996 to a term expiring in 1997. Shareholder approval is sought to fix at five the number of directors in the class whose term will expire in 1999 and to elect Paul C. Ely, Jr., Frank A. LePage, Peter W. Likins, Wolfgang R. Schmitt and Stephanie A. Streeter, directors whose terms of office expire in 1996, to such class. A plurality of the Common Shares voted in person or by proxy is required to elect a director. Should any nominee become unable to accept nomination or election, the proxies will be voted for the election of such other person as a Director as the Board of Directors may recommend. However, the Board of Directors has no reason to believe that this contingency will occur. - 1 - NOMINEES FOR ELECTION AS DIRECTORS FOR TERM EXPIRING IN 1999 PAUL C. ELY, JR., 64, has served as a Director of the Corporation since 1984. He is Chairman of the Pension Committee and a member of the Nominating Committee. Mr. Ely is General Partner of Alpha Partners (venture capital seed financing). Mr. Ely is also a Directory of Tektronix, Inc. FRANK A. LEPAGE, 69, has served as a Director of the Corporation since 1977. He is a member of the Nominating and Audit Committees. Now retired, Mr. LePage previously served as Director and Executive Vice President of The Firestone Tire & Rubber Company (manufacturer of tires and related products). Mr. LePage is also a Director of Acme Metals Inc. PETER W. LIKINS, 60, has served as a Director of the Corporation since 1989. He is Chairman of the Nominating Committee and a member of the Audit and Compensation and Management Development Committees. Dr. Likins is the President of Lehigh University. Dr. Likins also serves as Director of Consolidated Edison Company of New York, Inc., Communications Satellite Corp. and Safeguard Scientifics, Inc. WOLFGANG R. SCHMITT, 52, has served as a Director of the Corporation since 1992. He is a member of the Nominating and Compensation and Management Development Committees. Mr. Schmitt is the Chairman of the Board and Chief Executive Officer of Rubbermaid Incorporated (manufacturer of rubber and plastic products). He was previously President and Chief Operating Officer of Rubbermaid from 1991 to 1992. Mr. Schmitt also serves as a Director of Kimberly-Clark Inc. STEPHANIE A. STREETER, 39, was elected to the Board of Directors in April 1996. She is a member of the Nominating and Audit Committees. Ms. Streeter is the Group Vice President of Office Products Worldwide of Avery Dennison Corporation (adhesives and office products). She was previously Vice President and General Manager of Avery Dennison Brands from June 1993 to April 1996 and Vice President and General Manager of Office Labels at Avery Dennison from February 1991 to May 1993. PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1998 JOHN G. BREEN, 62, has served as a Director of the Corporation since 1980. He is Chairman of the Compensation and Management Development Committee and a member of the Nominating and Pension Committees. Mr. Breen is the Chairman of the Board and Chief Executive Officer of The Sherwin Williams Company (paints and coatings). Mr. Breen is also a Director of National City Corporation, Mead Corporation and Goodyear Tire and Rubber Company. PATRICK S. PARKER, 66, has served as a Director of the Corporation since 1960. Mr. Parker is the Chairman of the Board of Directors of the Corporation. WALTER SEIPP, 70, has served as a Director of the Corporation since 1992. He is a member of the Nominating Committee. Dr. Seipp is the Chairman of the Supervisory Board of Commerzbank AG in Frankfurt, Germany. DENNIS W. SULLIVAN, 57, has served as a Director of the Corporation since 1983. Mr. Sullivan is the Executive Vice President - Industrial of the Corporation. Mr. Sullivan is also a Director of Ferro Corporation and KeyCorp. - 2 - PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1997 DUANE E. COLLINS, 60, has served as a Director of the Corporation since 1992. Mr. Collins became President and Chief Executive Officer of the Corporation in July 1993. Prior to that date, Mr. Collins served as the Corporation's Vice Chairman of the Board from June 1992 to June 1993 and Executive Vice President and President, International, from 1987 to 1992. Mr. Collins also serves as a Director of National City Corporation and The Sherwin Williams Company. ALLEN H. FORD, 68, has served as a Director of the Corporation since 1975. He is Chairman of the Audit Committee and a member of the Nominating and Pension Committees. Now a Consultant, Mr. Ford was formerly the Senior Vice President-Finance and Control of The Standard Oil Company (diversified natural resources). Mr. Ford is also a Director of First Union Real Estate Investments and Gliatech Inc. ALLAN L. RAYFIELD, 61, has served as a Director of the Corporation since 1984. He is a member of the Nominating, Compensation and Management Development and Audit Committees. Now retired, Mr. Rayfield previously served as President, Chief Executive Officer and Director of M/A-COM, Inc. (microwave manufacturing) from November 1993 to December 1994; President and Chief Operating Officer of M/A-COM, Inc. from March 1991 to November 1993. Mr. Rayfield is also a Director of Acme Metals Inc. PAUL G. SCHLOEMER, 68, has served as a Director of the Corporation since 1982. Mr. Schloemer served as President and Chief Executive Officer of the Corporation from 1984 to 1993. Mr. Schloemer is also a Director of Rubbermaid Incorporated, AMP Incorporated and Esterline Technologies Corporation. MICHAEL A. TRESCHOW, 53, was elected to the Board of Directors in July 1996. He is a member of the Nominating and Audit Committees. Mr. Treschow is the President and Chief Executive Officer of Atlas Copco AB (mechanical engineering) in Sweden. Mr. Treschow is also a Director of SKF AB and Saab Automobile AB. No Director of the Corporation is related to any other Director. During the fiscal year ended June 30, 1996, there were six meetings of the Corporation's Board of Directors. Each Director attended at least 75% of the meetings held by the Board of Directors and the Committees of the Board on which he or she served, except for Dr. Seipp. The Audit Committee, which met twice during the fiscal year ended June 30, 1996, is responsible for reviewing with the Corporation's financial management and its independent auditors, the proposed auditing program (including both the independent and the internal audits) for each fiscal year, the results of the audits and the adequacy of the Corporation's internal control structure. This Committee recommends to the Board of Directors the appointment of the independent auditors for the fiscal year. The Pension Committee, which met once during the fiscal year ended June 30, 1996, is responsible for reviewing with the Corporation's management the funding and investment policies for retirement benefit plans sponsored by the Corporation. The Compensation and Management Development Committee, which met twice during the fiscal year ended June 30, 1996, is responsible for annually reviewing and fixing the salaries and other compensation of the officers of the Corporation, deciding upon the grant of stock options to the officers and other employees of the Corporation and reviewing corporate policies and programs for the development of management personnel. - 3 - The Nominating Committee, which met twice during the fiscal year ended June 30, 1996, is responsible for evaluating and recommending to the Board qualified nominees for election as Directors of the Corporation and considering other matters pertaining to the size and composition of the Board. The Nominating Committee will give appropriate consideration to qualified persons recommended by shareholders for nomination as Directors of the Corporation, provided that such recommendations are accompanied by information sufficient to enable the Committee to evaluate the qualifications of the nominee. Nominations should be sent to the attention of the Secretary of the Corporation. Compensation of Directors. The Corporation compensates Directors, other than officers who are Directors, for their services. Except as otherwise indicated below, the annual retainer for such Directors is $24,000. The fee for attending each Board and Committee meeting is $1,000 for all such Directors other than Committee Chairmen, whose fee is $1,500 for chairing committee meetings. Patrick S. Parker, Chairman of the Board of Directors, received an annual retainer of $120,000, plus meeting fees, club memberships and the use of a leased automobile. Mr. Parker's annual retainer was increased to $129,000 for fiscal year 1997. Directors may elect to defer all or a portion of their fees under the Corporation's Deferred Compensation Plan for Directors (the "Directors Deferral Plan") or to elect to receive all or a portion of their fees in Common Shares of the Corporation pursuant to the Corporation's Non-Employee Directors' Stock Plan. The Corporation adopted a Retirement Plan for Directors, other than officers who are Directors, in 1987 (the "Directors Retirement Plan") which provided for payments of 50% of the annual retainer in effect on the date of retirement until the monthly payments made equaled the Director's months of service, or until 120 monthly payments had been made, or until death, whichever occurred first. Minimum requirements to qualify for the plan were three years of service (one full term) and attainment of age 65 prior to retirement as a Director. All current directors had met the service requirements of the Plan except for Ms. Streeter and Mr. Treschow. In August 1996, the Board of Directors terminated the Directors Retirement Plan, except with respect to former Directors, who will continue to receive payments under the Plan. Upon termination, each eligible Director received credit under the Directors Deferral Plan in a phantom Parker-Hannifin Common Stock account in an amount equal to the present value of their vested benefits under the Directors Retirement Plan. Said account balance is non-transferable and must remain in the Directors Deferral Plan until the retirement of the Director. The Board of Directors also adopted the Non-Employee Directors Stock Option Plan in August 1996. Upon adoption of the Plan, the Board granted to each Director who was not a current or retired employee of the Corporation 1,000 stock options under such Plan at an option price equal to the then current fair market value of the Corporation's Common Shares. Such options have a term of ten years and fully vest one year after the date of grant provided such Director continues as a Director during such year. Compensation Committee Interlocks and Insider Participation. The following Directors serve as members of the Corporation's Compensation and Management Development Committee: Messrs. Breen, Likins, Rayfield and Schmitt. Mr. Collins, the President and Chief Executive Officer of the Corporation, serves on the Compensation Committee of The Sherwin Williams Company. Mr. Breen is the Chairman and Chief Executive Officer of The Sherwin Williams Company. APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee and the Board of Directors recommend the appointment of Coopers & Lybrand L.L.P. as certified public accountants to examine the financial statements of the Corporation as of and for the fiscal year ending June 30, 1997. Coopers & Lybrand L.L.P. has made the annual audit of the Corporation's accounts since its organization in 1938. A representative of Coopers & Lybrand L.L.P. is expected to be present at the meeting with an opportunity to make a statement if he desires to do so and to respond to appropriate questions. Ratification of the appointment of Coopers & Lybrand L.L.P. as certified public accountants requires the affirmative vote of a majority of the votes cast thereon. The Board of Directors unanimously recommends a vote FOR the proposal. - 4 - COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation and Management Development Committee of the Board of Directors (the "Committee") has furnished the following report on executive compensation. The Committee, which consists entirely of four outside Directors, has overall responsibility to: * review the performance and long-term management potential of the executive officers of the Corporation; and * review and fix the salaries and other compensation of the executive officers of the Corporation. Following review and approval by the Committee, all issues pertaining to executive compensation are submitted to the full Board of Directors in conjunction with its approval and review of the Corporation's strategies and operating plans, thereby assuring that the Corporation's system of executive compensation is reasonable and appropriate, meets its stated purpose and effectively serves the interests of the shareholders and the Corporation. The Corporation's executive compensation programs are designed to attract and retain key executives critical to the long-term success of the Corporation by remaining competitive with other multinational diversified manufacturing companies of similar size. Comparative compensation information is used by the Committee to establish competitive salary grade ranges at the market median for both base pay and total annual compensation. The group of companies used for compensation comparison purposes is not the same as the S&P Manufacturing (Diversified Industrials) Index, which is the peer group of companies included in the performance graph on page 12. Comparative compensation information is obtained by the Committee from independent surveys of numerous diversified manufacturers, which the Committee believes is important in order to establish competitive compensation ranges at the appropriate levels. On the other hand, the S&P Manufacturing (Diversified Industrials) Index utilized in the performance graph contains data only with respect to a limited number of companies who are in businesses similar to the Corporation, which data is theoretically reflective of the stock performance of all diversified manufacturers as a whole. The Corporation's executive compensation programs also are intended to reward executives commensurate with performance and attainment of pre- determined financial objectives. Accordingly, compensation of executive officers is directly and materially linked to both operating and stock price performance, aligning closely the financial interests of the Corporation's executives with those of its shareholders. Compensation for the Corporation's executives consists of four primary elements: 1. A base salary within a competitively established range. The specific base salary within the range is determined by length of service and individual contributions and performance as measured against pre- established goals and objectives. Goals and objectives for each executive vary in accordance with each executive's responsibilities and are established by each executive's supervisor. 2. An annual cash incentive bonus that is comprised of two components: a. an amount that is determined by the Corporation's pre-tax return on average assets as compared to the Corporation's annual plan established at the beginning of the fiscal year (the "Target Incentive Bonus"); and b. an amount that is determined based on the return on division net assets for the divisions in each executive's individual operating unit (or the average return for all divisions for corporate staff executive officers) (the "RONA Bonus"). The target amounts of the annual cash incentive bonuses are established in such a manner so that base salary plus the target bonus will be within the competitively determined total annual compensation range mentioned above. Target annual incentive bonuses represent approximately 35-45% of total targeted annual compensation for the executive officers with operational profit and loss re- - 5 - sponsibility (including the Chief Executive Officer) and 25-35% of total targeted annual compensation for the other executive officers. The Chief Executive Officer, with the approval of the Committee, also has the authority to establish additional annual incentive programs for operating executives. In fiscal year 1996, under a Volume Incentive Plan, operating group presidents had the opportunity to earn an additional bonus of 1% of base salary for each 1% of sales by which their group exceeded their previous year's sales by between 7.5% and 12.5%, and an additional bonus of 2% of base salary for each 1% of sales by which their group exceeded their previous year's sales by more than 12.5%; subject, however, to an overall maximum equal to 15% of the participant's base salary. An identical Volume Incentive Plan has been adopted for fiscal year 1997. 3. A long-term incentive plan ("LTIP") award. The LTIP award is based upon the Corporation's actual average return on equity for a three fiscal year period, payable in restricted stock (unless the participant elects to receive cash pursuant to an election under the Corporation's Executive Deferral Plan). The value of the LTIP award is intended by the Committee to approximate the median of competitive incentive compensation market data. This value is divided by the market price of the Corporation's Common Shares at the beginning of the three-year performance period to determine the number of shares in the LTIP award. 4. Stock option grants determined by the recipient's salary grade level. Grants are intended to recognize different levels of responsibility as indicated by salary grade. Stock options are granted with an exercise price equal to the fair market value of the Corporation's Common Shares on the day of grant and all current grants are exercisable between one and ten years from the date granted. Incentive compensation for the Corporation's executives is significantly "at risk", based upon the financial performance of the Corporation. Indeed, more than one half of each executive's targeted total compensation (including base salary, annual bonuses, LTIP payouts and stock options) may fluctuate significantly from year to year because it is directly tied to business and individual performance. Long-term incentive programs are designed to link the interests of the executives with those of the shareholders. LTIP awards, whether paid in cash or restricted stock, focus on long-term return on equity, which is directly related to enhancing shareholder value. Restricted stock awards build stock ownership and encourage a long-term focus on shareholder value, since the stock is restricted from being sold, transferred or assigned for a specified period. Stock option grants provide an incentive that aligns the executive's interests with those of the shareholders, since stock options will provide value to the executive only when the price of the Corporation's stock increases above the option grant price. In August 1996, the Board of Directors, at the recommendation of the Committee, adopted stock ownership guidelines that are designed to encourage the accumulation and retention of the Corporation's Common Shares by its Directors, executive officers and other key executives. Under the guidelines, the Chief Executive Officer should hold Common Shares of the Corporation with a minimum aggregate value equivalent to three times his base salary. Vice Presidents should hold two times base salary; other executive officers and group presidents, one times base salary; and non-officer Directors, four times their annual retainer. The recommended time period for reaching the above guidelines is five years. Compliance with the guidelines will be reviewed annually by the Chief Executive Officer with the Committee. The Corporation's executive compensation philosophy is specifically evident in the compensation paid during the most recent fiscal year to the Corporation's President and Chief Executive Officer, Duane E. Collins. Mr. Collins' increase in base salary from fiscal 1995 to fiscal 1996 of 15% is reflective of his "outstanding" performance rating for fiscal 1995, the fact that his base salary was below the mid-point of his rate range, and the resulting desire of the Committee to increase his base salary significantly to the mid-point of the range to be reflective of Mr. Collins' responsibilities as the Chief Executive of a large multinational diversified manufacturing company and to reward Mr. Collins' performance in fiscal year 1995. In addition, based on the Corporation's fiscal 1996 operating plan, Mr. Collins was to receive 100% of his - 6 - Target Incentive Bonus of $250,000 if the Corporation's actual pre-tax return on average assets, adjusted primarily for acquisitions and currency transactions, was 17.1%. A minimum payout of 15% of the Target Incentive Bonus was established at a 4.4% pre-tax return on average assets and a maximum payout of 150% of the Target Incentive Bonus was established at a 20.6% pre-tax return on average assets. During the fiscal year ended June 30, 1996, the Corporation's adjusted pre-tax return on average assets was 16.58%; therefore each executive officer, including Mr. Collins, received an amount equal to 96.9% of his Target Incentive Bonus, which is included in the "Bonus" column of the Summary Compensation Table on page 8. Mr. Collins' RONA Bonus was targeted at $372,544 based upon a forecasted 33.35% average return on division net assets. The average return on division net assets was 33.11%, resulting in a RONA Bonus payment to Mr. Collins of $369,731, which is included in the "Bonus" column of the Summary Compensation Table on page 8. The other executive officers also received RONA Bonuses based upon the return on division net assets by their respective operating units (or the average return for all divisions for corporate staff executive officers). Based on the Corporation's average return on equity of 16.04% for the three fiscal years ended June 30, 1996, Mr. Collins and the other executive officers received a payment under the 1994-95-96 Long Term Incentive Plan in the form of restricted shares, as reported in the "LTIP Payouts" column of the Summary Compensation Table on page 8. Such payment represents 101% of the target payment that would have been achieved had the Corporation achieved the LTIP's return on equity goal of 16% for such three-year period. During fiscal year 1996, Mr. Collins and the other executive officers also received a long-term incentive award as described in the LTIP table on page 10 and a stock option grant as reported in the Option Grants Table on page 9. The intended value of stock options granted to each executive officer is established by the Committee by reference to the median of competitive incentive compensation market data. This value is divided by the estimated value of each option based upon the Black-Scholes valuation model in order to determine the number of stock options granted. During 1993, the Omnibus Budget Reconciliation Act of 1993 (the "Act") was enacted by Congress. The Act includes potential limitations on the deductibility of compensation in excess of $1 million paid to the Corporation's Chief Executive Officer and four other highest paid executive officers beginning in fiscal year 1995. The Committee has taken the necessary actions to ensure the deductibility of compensation paid by the Corporation to such individuals. John G. Breen Peter Likins John G. Breen, Chairman Dr. Peter W. Likins Allan L. Rayfield Wolfgang R. Schmitt Allan L. Rayfield Wolfgang R. Schmitt - 7 - EXECUTIVE COMPENSATION The following table summarizes compensation paid by the Corporation for each of the last three fiscal years to its Chief Executive Officer and each of the other four most highly compensated executive officers: