UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 7, 2003

 

Parker-Hannifin Corporation

(Exact Name of Registrant as Specified in Charter)

 

Ohio

  1-4982   34-0451060

(State or Other Jurisdiction
of Incorporation)

  (Commission
File Number)
  (IRS Employer
Identification No.)

 

6035 Parkland Boulevard, Cleveland, Ohio

  44124-4141

(Address of Principal Executive Offices)

  (Zip Code)

 

Registrant’s telephone number, including area code: (216) 896-3000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Item 5.    Other Events.

 

On December 8, 2003, Parker-Hannifin Corporation, an Ohio corporation (the “Company”), announced that it entered into an Acquisition Agreement, dated as of December 7, 2003 (the “Acquisition Agreement”), with Denison International plc, a public limited company organized under the laws of England and Wales (“Denison”). The Acquisition Agreement provides for the commencement by the Company of tender offers to purchase all outstanding A ordinary shares, £8.00 par value per share (the “A Ordinary Shares”), and all outstanding ordinary shares, $0.01 par value per share (the “Ordinary Shares”), including those Ordinary Shares represented by American Depositary Shares each representing one Ordinary Share (“ADSs” and together with the A Ordinary Shares and the Ordinary Shares, the “Shares”), of Denison at a purchase price of $24.00 per Share, net to the seller in cash, without interest.

 

Certain officers and directors of Denison and other beneficial owners of the Shares have entered into tender agreements, each dated as of December 7, 2003, in which they have agreed to tender more than 90% of the outstanding A Ordinary Shares in the aggregate and approximately 47% of the outstanding Ordinary Shares, including those represented by ADSs, in the aggregate, in each case, on a fully diluted basis.

 

A copy of the joint press release issued by the Company and Denison in connection with the execution of the Acquisition Agreement is attached hereto as Exhibit 99.1 and its contents are hereby incorporated herein by reference.

 

Item 7.    Exhibits.

 

(c) Exhibits.

 

Exhibit
Number


  

Description


99.1    Joint press release of Parker-Hannifin Corporation and Denison International plc, issued on December 8, 2003.

 

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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
By:   /s/    Timothy K. Pistell
 
   

Name:  Timothy K. Pistell

Title:    Vice President—Finance

              and Administration

              and Chief Financial

              Officer

 

Date: December 8, 2003

 

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EXHIBIT INDEX

 

Exhibit
Number


  

Description


99.1    Joint press release of Parker-Hannifin Corporation and Denison International plc, issued on December 8, 2003.

 

4