SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PARKER HANNIFIN CORP

(Last)

(First)

(Middle)

6035 PARKLAND BOULEVARD

(Street)

CLEVELAND

44124

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2003

3. Issuer Name and Ticker or Trading Symbol
DENISON INTERNATIONAL PLC [ DENHY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, $0.01 par value per share	4,715,000	D
A Ordinary Shares, (pound sterling) 8.00 par value per share	7,005	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:

On December 7, 2003, Parker-Hannifin Corporation ("Parker") entered into an Acquisition Agreement, dated as of December 7, 2003 (the "Acquisition Agreement"), with Denison International plc ("Denison"). In connection with the execution of the Acquisition Agreement, Parker entered into Tender Agreements, each dated as of December 7, 2003 (the "Tender Agreements"), with certain stockholders of Denison, including Mr. J. Colin Keith, Chairman of the Board of Directors of Denison, Mr. Anders C. H. Brag, Managing Director and Director of Denison, and Mr. David L. Weir, President and Chief Executive Officer and Director of Denison. The parties to the Tender Agreements have agreed, among other things, to tender some or all of their A Ordinary Shares, (pound sterling) 8.00 par value per share ("A Ordinary Shares"), and Ordinary Shares, $0.01 par value per share ("Ordinary Shares"), including those represented by American Depositary Shares each representing one Ordinary Share ("ADSs"), of Denison to Parker upon commencement of its cash tender offer for all of the A Ordinary Shares and Ordinary Shares outstanding at any time prior to the expiration of the tender offer, including those Ordinary Shares represented by ADSs. Beneficial ownership of the A Ordinary Shares and the Ordinary Shares, including those represented by ADSs, referred to herein is being reported solely because the reporting person may be deemed to have beneficial ownership of such A Ordinary Shares and Ordinary Shares as a result of the Tender Agreements. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Parker that it is the beneficial owner of any of the A Ordinary Shares or Ordinary Shares, including those represented by ADSs, referred to herein and such beneficial ownership is expressly disclaimed.

	/s/ Thomas A. Paraino, Jr., Vice President, General Counsel and Secretary, On behalf of Parker-Hannifin Corporation	12/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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