-----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, PgHSmLMzEkdeEYVUQ5CYQBv83k3ak8GVH2k8hj59wm8be6xApsW8+fWUAiGWDD3H qOHL4YX5FToDPgkpBjhBRA== 0001193125-07-184696.txt : 20070816 0001193125-07-184696.hdr.sgml : 20070816 20070816171637 ACCESSION NUMBER: 0001193125-07-184696 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070816 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070816 DATE AS OF CHANGE: 20070816 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: 071063204 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 d8k.htm CURRENT REPORT Current Report

UNITED STATES

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): August 16, 2007

 


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 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.)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events

On August 16, 2007, Parker-Hannifin Corporation issued a press release announcing that its Board of Directors has authorized a $500 million accelerated share repurchase, a 21.2 percent increase in its quarterly cash dividend, and a 3-shares-for-2 stock split. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

 

  99.1 Press release issued by Parker-Hannifin Corporation, dated August 16, 2007.


SIGNATURE

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.

    Thomas A. Piraino, Jr.
    Vice President and Secretary

Date: August 16, 2007

   


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

99.1

   Press release issued by Parker-Hannifin Corporation, dated August 16, 2007.
EX-99.1 2 dex991.htm PRESS RELEASE ISSUED BY PARKER-HANNIFIN CORPORATION, DATED AUGUST 16, 2007 Press release issued by Parker-Hannifin Corporation, dated August 16, 2007

Exhibit 99.1

LOGO

 

For Release:    Immediately   
Contact:    Media –   
   Christopher M. Farage - Vice President, Corp. Communications    216/896-2750
   cfarage@parker.com   
   Financial Analysts –   
   Pamela Huggins, Vice President - Treasurer    216/896-2240
   phuggins@parker.com   

Stock Symbol: PH – NYSE

Parker Announces $500 Million Accelerated Share Repurchase, 21.2%

Increase in Dividend Rate, and Three-For-Two Stock Split

 

  - Record cash flows also provide capacity for organic and acquisitive growth

CLEVELAND, August 16, 2007 –Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today announced that its Board of Directors has authorized a $500 million accelerated share repurchase, a 21.2 percent increase in its quarterly cash dividend, and a 3-shares-for-2 stock split.

The stock split will be effected in the form of a dividend. One additional share will be issued on October 1, 2007 for each two shares of Parker common stock held by shareholders of record as of the close of business on September 17, 2007. The company determined that cash will be paid to shareholders in lieu of any fractional shares. Parker common stock will begin trading at the split adjusted price on October 2, 2007.

In addition, the Board approved a 21.2 percent increase in its regular quarterly cash dividend to 31.5 cents per share of common stock on a pre-split basis, payable September 7, 2007 to shareholders of record as of August 27, 2007. This is Parker’s 229th consecutive quarterly dividend and equates to an annual distribution of approximately $146 million. Parker has increased its annual dividends paid to shareholders for 51 consecutive years, among the top five longest-running dividend-increase records in the S&P 500 index.

The Board also authorized the accelerated repurchase of $500 million worth of common stock. The company will initially repurchase shares of its common stock from Morgan Stanley. Morgan Stanley will then purchase an equivalent number of shares of Parker’s common stock in the open market over a period of up to four months, and at the end of that period, additional shares may be delivered to the company based on the volume-weighted average price of the company’s common stock during the same period. Repurchases will be funded using existing available credit, and the shares will initially be held as treasury stock.

 

1


This authorization is in addition to the company’s previously announced share repurchase program, under which approximately 9.5 million shares remain available for repurchase on a pre-split basis.

“These actions reflect Parker’s ongoing commitment to improving our shareholders’ total return,” said Chairman, CEO and President Don Washkewicz. “Our strong cash flow is allowing us to accelerate the deployment of cash to benefit our shareholders, and at the same time maintain the capacity to continue to drive organic growth through innovation and invest in strategic acquisitions. By executing Parker’s Win Strategy, our employees have enabled the company to achieve record revenues, earnings and cash flow for the past four years in a row. Our shareholders are benefiting from our sustained success. Going forward, we see continued global demand for our motion and control technologies and products. We’re confident that our proven business model will continue to deliver consistent profitable growth and generate high levels of cash flow.”

With annual sales exceeding $10 billion, Parker Hannifin is the world’s leading diversified manufacturer of motion and control technologies and systems, providing precision-engineered solutions for a wide variety of commercial, mobile, industrial and aerospace markets. The company employs more than 57,000 people in 43 countries around the world. Parker has increased its annual dividends paid to shareholders for 51 consecutive years, among the top five longest-running dividend-increase records in the S&P 500 index. For more information, visit the company’s web site at http://www.parker.com, or its investor information site at http://www.phstock.com.

Forward-Looking Statements:

Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. All statements regarding future performance, earnings projections, events or developments are forward-looking statements. It is possible that the future performance and earnings projections of the company and individual segments may differ materially from current expectations, depending on economic conditions within both its industrial and aerospace markets, and the company’s ability to achieve and maintain anticipated benefits associated with announced realignment activities, strategic initiatives to improve operating margins, and growth and innovation initiatives. A change in economic conditions in individual markets may have a particularly volatile effect on segment results. Among the other factors which may affect future performance are: the company’s ability to successfully complete the announced share repurchase, changes in business relationships with and purchases by or from major customers or suppliers, including delays or cancellations in shipments; uncertainties surrounding timing, successful completion or integration of acquisitions; threats associated with and efforts to combat terrorism; competitive market conditions and resulting effects on sales and pricing; increases in raw-material costs that cannot be recovered in product pricing; the company’s ability to manage costs related to employee retirement and health care benefits and insurance; and global economic factors, including manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, interest rates and credit availability. The company makes these statements as of the date of this disclosure, and undertakes no obligation to update them.

###

 

2

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