-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RvQs9847SjXP8MqBxOzdy3iCPwA65JFEtoX5rPOZ3cxKX5cLVJ88nTKYfZWI3rdz kxk2yu6hl3tfWlNXARSTag== 0000950152-03-001333.txt : 20030207 0000950152-03-001333.hdr.sgml : 20030207 20030207165400 ACCESSION NUMBER: 0000950152-03-001333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKER HANNIFIN CORP CENTRAL INDEX KEY: 0000076334 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 340451060 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04982 FILM NUMBER: 03545217 BUSINESS ADDRESS: STREET 1: 6035 PARKLAND BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44124-4141 BUSINESS PHONE: 2168963000 MAIL ADDRESS: STREET 1: 6035 PARKLAND BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44124-4141 FORMER COMPANY: FORMER CONFORMED NAME: PARKER APPLIANCE CO DATE OF NAME CHANGE: 19670907 8-K 1 l98746ae8vk.txt PARKER-HANNIFIN CORPORATION 8-K 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): February 5, 2003 ------------------- PARKER-HANNIFIN CORPORATION --------------------------- Exact Name of Registrant as Specified in Charter) Ohio 1-4982 34-0451060 - ------------------------------- ------------ ------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6035 Parkland Blvd., 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. Parker-Hannifin Corporation (the "Company") is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-82806), which was declared effective as of February 25, 2002: 1. Opinion of Jones Day relating to certain tax matters; and 2. Consent of Jones Day. ITEM 7. EXHIBITS. (c) Exhibits. Exhibit Number Description ------ ----------- 8.1 Opinion of Jones Day as to certain tax matters. 23.1 Consent of Jones Day (included as part of Exhibit 8.1). 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/ THOMAS A. PIRAINO, JR. -------------------------------------- Name: Thomas A. Piraino, Jr. Title: Vice President and Secretary Date: February 7, 2003 EXHIBIT INDEX Exhibit Number Description ------ ----------- 8.1 Opinion of Jones Day as to certain tax matters. 23.1 Consent of Jones Day (included as part of Exhibit 8.1). EX-8.1 3 l98746aexv8w1.txt EXHIBIT 8.1 Exhibit 8.1 JONES DAY NORTH POINT - 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190 TELEPHONE: (216) 586-3939 - FACSIMILE (216) 579-0212 February 5, 2003 Parker-Hannifin Corporation 6035 Parkland Blvd. Cleveland, OH 44124-4141 Re: Prospectus Supplement For 4.875% Senior Notes Due 2013 Ladies and Gentlemen: We have acted as special tax counsel to Parker-Hannifin Corp. (the "Company") in connection with the issuance of $225 million aggregate principal amount of the Company's 4.875% Senior Notes, due 2013 (the "Notes"), as set forth in the Company's Prospectus (the "Prospectus"), dated February 25, 2002, and the Company's Prospectus Supplement (the "Prospectus Supplement"), dated February 5, 2003. In connection with our opinion, we have reviewed and are relying upon the Registration Statement on Form S-3 (File No. 333-82806) of which the Prospectus and Prospectus Supplement are a part (the "Registration Statement"), including the exhibits thereto, the representations contained in a letter dated today addressed to us from the Company, and such other documents, records and instruments as we have deemed necessary or appropriate for purposes of this opinion. This opinion is based upon current provisions of the Internal Revenue Code of 1986, as amended, current Treasury regulations issued thereunder, current published administrative rulings and procedures of the Internal Revenue Service, and judicial decisions published to date, all of which are subject to change or differing interpretation, possibly with retroactive effect. Based upon and subject to the foregoing and subject to the limitations set forth herein, it is our opinion that the material federal income tax consequences to holders of the Notes will be as described under the heading "Certain U.S. Federal Income Tax Considerations" in the Prospectus Supplement. You have not requested, and we do not express, an opinion concerning any other tax consequences of the issuance of the Notes. We consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Jones Day -----END PRIVACY-ENHANCED MESSAGE-----