As filed with the Securities and Exchange Commission on February 14, 2002
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0451060
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
(216) 896-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
____________________
Thomas A. Piraino, Jr.
Vice President, General Counsel and Secretary
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
(216) 896-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
____________________
Copies To:
Patrick J. Leddy, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
____________________
Approximate date of commencement of proposed sale to the public: From time
to time after the this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Proposed Maximum
Title of Each Class of Amount to be Proposed Maximum Aggregate Offering Amount of Registration
Securities to be Registered Registered Offering Price(1) Price(2) Fee
-----------------------------------------------------------------------------------------------------------------------------
Debt Securities(4)(11)..........
Common Shares(5)(11)............ (3) (3) (3) (3)
Serial Preferred Stock(6)(11)...
Depositary Shares(7)(11)........
Warrants(8)(11).................
Stock Purchase Contracts(9)(11).
Stock Purchase Units(10)(11)....
-----------------------------------------------------------------------------------------------------------------------------
Total...................... $1,000,000,000 100% $1,000,000,000(12) $ -- (12)(13)
=============================================================================================================================
(1) The proposed maximum offering price per unit will be determined from time to
time by the registrant in connection with the issuance by the registrant of
the securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D. to Form S-3.
(4) Subject to note (12) below, there is being registered an indeterminate
principal amount of debt securities.
(5) Subject to note (12) below, there is being registered an indeterminate
number of common shares. Each common share registered hereunder includes an
associated common share purchase right. Until the occurrence of certain
prescribed events, none of which has occurred, the common share purchase
rights are not exercisable, are evidenced by certificates representing the
common shares, and may be transferred only with the common shares. No
separate consideration is payable for the common share purchase rights.
(6) Subject to note (12) below, there is being registered an indeterminate
number of shares of serial preferred stock.
(7) Subject to note (12) below, there is being registered an indeterminate
number of depositary shares to be evidenced by depositary receipts issued
pursuant to a deposit agreement. If the registrant elects to offer to the
public fractional interests in shares of serial preferred stock, then
depositary receipts will be distributed to those persons purchasing the
fractional interests and the shares will be issued to the depositary under
the deposit agreement.
(8) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of warrants, representing rights to purchase
debt securities, serial preferred stock or common shares.
(9) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of stock purchase contracts, representing
obligations to purchase serial preferred stock, depositary shares, common
shares or other securities.
(10) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of stock purchase units, consisting of
stock purchase contracts together with debt securities, serial preferred
stock, warrants or debt obligations of third parties securing the holders'
obligations to purchase the securities under the stock purchase contracts.
(11) Subject to note (12) below, this registration statement also covers such
indeterminate amount of securities as may be issued in exchange for, or
upon conversion or exercise of, as the case may be, the debt securities,
serial preferred stock, depositary shares or warrants registered hereunder
and such indeterminate amount of securities as may be issued upon
settlement of the stock purchase contracts or stock purchase units
registered hereunder. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder. No
separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, as the
case may be, the debt securities, serial preferred stock, depositary shares
or warrants.
(12) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to the combined prospectus contained in
this registration statement exceed $1,000,000,000 or the equivalent thereof
in one or more foreign currencies, foreign currency units or composite
currencies. Such amount represents the offering price of any serial
preferred stock, common shares and depositary shares, the principal amount
of any debt securities issued at their stated principal amount, the issue
price rather than the principal amount of any debt securities issued at an
original issue discount, the issue price of any warrants, the exercise
price of any securities issuable upon the
exercise of warrants, and the issue price of any securities issued upon
settlement of the stock purchase contracts or stock purchase units. The
aggregate principal amount of the debt securities may be increased if any
debt securities are issued at an original issue discount by an amount such
that the offering price to be received by the registrant shall be equal to
the above amount to be registered. Any offering of securities denominated
other than in United States dollars will be treated as the equivalent of
United States dollars based on the exchange rate applicable to the purchase
of such securities at the time of initial offering. The securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(13) Calculated pursuant to Rule 457(o) at the statutory rate of $92 per
$1,000,000 of securities registered and, pursuant to Rule 457(p), minus the
filing fee of $97,350 previously paid on March 13, 1998, in respect of
$330,000,000 aggregate amount of unsold securities included in the
prospectus herein from the registrant's Registration Statement on Form S-3
(No. 333-47955).
_________________
Pursuant to Rule 429(a) under the Securities Act of 1933, the prospectus
contained in this registration statement is a combined prospectus and relates to
securities registered under this registration statement and $330,000,000
aggregate amount of securities registered and remaining unsold under the
registrant's Registration Statement on Form S-3 (No. 333-47955) initially filed
on March 13, 1998, and declared effective on March 23, 1998. Pursuant to Rule
429(b), this registration statement also constitutes Post-Effective Amendment
No. 1 to that previous registration statement, which Post-Effective Amendment
No. 1 shall hereafter become effective concurrently with the effectiveness of
this registration statement and in accordance with Section 8(c) of the
Securities Act of 1933. If securities previously registered under that previous
registration statement are offered and sold before the effective date of this
registration statement, the amount of previously registered securities so sold
will not be included in the prospectus hereunder.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer of sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject To Completion, Dated February 14, 2002
PROSPECTUS
[PARKER LOGO]
$1,000,000,000
PARKER-HANNIFIN CORPORATION
Debt Securities
Common Shares
Serial Preferred Stock
Depositary Shares
Warrants
Stock Purchase Contracts
Stock Purchase Units
We will provide the specific terms of the securities in one or more
supplements to this prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in our securities. This
prospectus may not be used to offer and sell our securities unless accompanied
by a prospectus supplement describing the method and terms of the offering of
those offered securities. We may sell the securities, or we may distribute them
through underwriters or dealers. In addition, the underwriters may overallot a
portion of the securities. Our common shares are listed on the New York Stock
Exchange under the symbol "PH." None of our other securities are listed on any
national securities exchange.
________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________
The date of this prospectus is , 2002.
Page
ABOUT THIS PROSPECTUS............................................. 1
PARKER-HANNIFIN CORPORATION....................................... 1
DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS....................... 2
WHERE YOU CAN FIND MORE INFORMATION............................... 2
INFORMATION WE INCORPORATE BY REFERENCE........................... 2
USE OF PROCEEDS................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES................................ 4
DESCRIPTION OF DEBT SECURITIES.................................... 4
DESCRIPTION OF CAPITAL STOCK...................................... 18
DESCRIPTION OF DEPOSITARY SHARES.................................. 24
DESCRIPTION OF WARRANTS........................................... 26
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS.. 28
PLAN OF DISTRIBUTION.............................................. 28
LEGAL MATTERS..................................................... 30
EXPERTS........................................................... 30
-i-
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission using a shelf registration
process. Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $1.0 billion or the equivalent amount denominated in foreign
currencies. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering, including a description of the risks relating to the offering.
This prospectus does not contain all of the information included in the
registration statement. For a more complete understanding of the offering of
the securities, you should refer to the registration statement, including its
exhibits. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information under the heading
"Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
offers to sell the securities in any jurisdiction in which an offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation.
The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.
References in this prospectus to the terms "we," "us" or "Parker" or other
similar terms mean Parker-Hannifin Corporation, unless we state otherwise or the
context indicates otherwise.
PARKER-HANNIFIN CORPORATION
Parker is a leading worldwide full-line manufacturer of motion control
products, including fluid power systems, electromechanical controls and related
components. Fluid power involves the transfer and control of power through the
medium of liquid, gas or air, in hydraulic, pneumatic and vacuum applications.
Fluid power systems move and position materials, control machines, vehicles and
equipment and improve industrial efficiency and productivity. Components of a
simple fluid power system include a pump or compressor which generates pressure,
valves which control the fluid's flow, an actuator which translates the pressure
in the fluid into mechanical energy, a filter to insure proper fluid condition
and numerous hoses, couplings, fittings and seals. Electromechanical control
involves the use of electronic components and systems to control motion and
precisely locate or vary speed in automation applications. In addition to
motion control products, we also are a leading worldwide producer of fluid
purification, fluid flow, process instrumentation, air conditioning,
refrigeration, and electromagnetic shielding and thermal management products and
we design and manufacture custom-engineered buildings. Also, through Wynn Oil
Company and its subsidiaries, we develop, manufacture and market specialty
chemical products and automotive service equipment and market vehicle service
contracts and product warranty programs.
Our manufacturing, service, distribution and administrative facilities are
located in 38 states, Puerto Rico and worldwide in 44 foreign countries. Our
motion control technology is used in products of our two principal business
segments, Industrial and Aerospace, and also in our third segment, Other. The
products are sold as original and replacement equipment through product and
distribution centers worldwide. We market our products through our direct-sales
employees, independent distributors, sale representatives and builder/dealers.
Our products are supplied to over 425,000 customers in virtually every
significant manufacturing, transportation and processing industry.
Parker was incorporated in Ohio in 1938. Its principal executive offices
are located at 6035 Parkland Boulevard, Cleveland, Ohio 44124-4141, telephone
(216) 896-3000.
1
DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements that do
not directly or exclusively relate to historical facts. These types of
statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. You can typically identify forward-
looking statements by the use of forward-looking words, such as "may," "will,"
"could," "project," "believe," "anticipate," "expect," "estimate," "continue,"
"potential," "plan" and "forecast." Those statements represent our intentions,
plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of
our control and could cause actual results to differ materially from the results
expressed or implied by the forward-looking statements. Those factors include:
. changes in business relationships with and purchases by or from major
customers or suppliers, including delays or cancellations in
shipments;
. ability of suppliers to provide materials as needed;
. uncertainties surrounding timing, successful completion or integration
of acquisitions;
. competitive market conditions and resulting effects on sales and
pricing;
. increases in raw-material and other production costs that cannot be
recovered in product pricing;
. threats associated with terrorism;
. difficulties in introducing new products and entering new markets; and
. uncertainties surrounding the global economy and global market
conditions, including any federal government policies to stimulate the
economy, interest rate levels and the potential devaluation of
currencies.
These and other factors are discussed in our reports filed with the SEC.
In light of these risks, uncertainties and assumptions, the forward-looking
events referred to in this prospectus might not occur. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission. Our SEC filings are available over the Internet at the
SEC's web site at www.sec.gov. You may also read and copy any document we file
with the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference room and their copy charges. You may also
inspect our SEC reports and other information at the New York Stock Exchange, 20
Broad Street, New York, New York 10005, or at our web site at www.phstock.com.
We do not intend for information contained in our web site to be part of this
prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means:
2
. incorporated documents are considered part of the prospectus;
. we can disclose important information to you by referring you to those
documents; and
. information that we file with the SEC will automatically update this
prospectus.
We incorporate by reference the documents listed below which we filed with
the SEC under the Securities Exchange Act of 1934:
. Annual Report on Form 10-K for the year ended June 30, 2001;
. Quarterly Reports on Form 10-Q for the quarters ended September 30,
2001 and December 31, 2001;
. Current Report on Form 8-K filed September 26, 2001;
. the description of our common shares contained in our Registration
Statement on Form 8-A filed with the SEC on September 8, 1967 and all
amendments and reports filed for the purpose of updating that
description; and
. the description of our common share purchase rights contained in our
Registration Statement on Form 8-A filed with the SEC on February 3,
1997, as amended February 5, 1997.
We also incorporate by reference each of the documents that we file with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus until the offering of the securities terminates.
You may request a copy of any of these filings (other than an exhibit to
those filings unless we have specifically incorporated that exhibit by reference
into the filing), at no cost, by telephoning or writing us at the following
address:
Secretary
Parker-Hannifin Corporation
6035 Parkland Blvd.
Cleveland, Ohio 44124-4141
Telephone Number: (216) 896-3000
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate purposes.
These purposes may include, but are not limited to:
. reduction or refinancing of outstanding indebtedness or other
corporate obligations;
. acquisitions;
. capital expenditures; and
. working capital.
3
Pending any specific application, we may initially invest funds in short-
term marketable securities or apply them to the reduction of short-term
indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of consolidated earnings to fixed
charges for the periods presented:
For the Six Months Ended December 31, 2001 For the Fiscal Years Ended June 30,
------------------------------------------ -----------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
3.97x 6.19x 9.58x 7.14x 8.57x 8.34x
The ratio has been computed by dividing earnings by fixed charges. For
purposes of computing the ratio:
. earnings consist of income from continuing operations before income
taxes and fixed charges (excluding capitalized interest); and
. fixed charges consist of (i) interest on indebtedness, whether
expensed or capitalized, and (ii) that portion of rental expense
Parker believes is representative of interest.
We did not have any serial preferred stock outstanding during the periods
presented above. There were no serial preferred stock dividends paid or accrued
during the periods presented above.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that we may issue separately, upon exercise of a debt warrant, in
connection with a stock purchase contract or as part of a stock purchase unit
from time to time in the form of one or more series of debt securities. The
applicable prospectus supplement will describe the specific terms of the debt
securities offered through that prospectus supplement as well as any general
terms described in this section that will not apply to those debt securities.
Our unsecured senior debt securities will be issued under an indenture,
dated May 3, 1996, between us and National City Bank, as trustee, or another
indenture to be entered into by us and National City Bank or another trustee.
The unsecured subordinated debt securities will be issued under a separate
indenture to be entered into by us and National City Bank or another trustee.
A copy of the May 3, 1996 senior debt indenture has been previously filed
with the SEC and is incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part, and is incorporated by reference
into this prospectus. Another form of senior debt indenture is filed as an
exhibit to the registration statement of which this prospectus is a part and is
incorporated by reference into this prospectus. A form of the subordinated debt
indenture is filed as an exhibit to the registration statement of which this
prospectus is a part and is incorporated by reference into this prospectus. You
should refer to the applicable indenture for more specific information. In
addition, you should consult the applicable prospectus supplement for particular
terms of our debt securities.
The indentures will not limit the amount of debt securities that we may
issue and will permit us to issue securities from time to time in one or more
series. The debt securities will be unsecured obligations of Parker. We
currently conduct a portion of our operations through subsidiaries, and the
holders of debt securities (whether senior or subordinated debt securities) will
be effectively subordinated to the creditors of our subsidiaries. This means
that creditors of our subsidiaries will have a claim to the assets of our
subsidiaries that is superior to the claim of our creditors, including holders
of our debt securities.
4
Generally, we will pay the principal of, premium, if any, and interest on
our registered debt securities either at an office or agency that we maintain
for that purpose or, if we elect, we may pay interest by mailing a check to your
address as it appears on our register (or, at the election of the holder, by
wire transfer to an account designated by the holder). Except as may be
provided otherwise in the applicable prospectus supplement, no payment on a
bearer security will be made by mail to an address in the United States or by
wire transfer to an account in the United States. Except as may be provided
otherwise in the applicable prospectus supplement, we will issue our debt
securities only in fully registered form without coupons, generally in
denominations of $1,000 or integral multiples of $1,000. We will not apply a
service charge for a transfer or exchange of our debt securities, but we may
require that you pay the amount of any applicable tax or other governmental
charge.
The applicable prospectus supplement will describe the following terms of
any series of debt securities that we may offer:
. the title of the debt securities;
. whether they are senior debt securities or subordinated debt
securities;
. the total amount of the debt securities authorized and the amount
outstanding, if any;
. any limit on the aggregate principal amount of the debt securities
offered through that prospectus supplement;
. the identity of the person to whom we will pay interest if it is
anybody other than the person in whose name the security is
registered;
. when the principal of the debt securities will mature;
. the interest rate or the method for determining it, including any
procedures to vary or reset the interest rate;
. when interest will be payable, as well as the record dates for
determining to whom we will pay interest;
. where the principal of, premium, if any, and interest on the debt
securities will be paid;
. any obligation of ours to redeem, repurchase or repay the debt
securities under any mandatory or optional sinking funds or similar
arrangements and the terms of those arrangements;
. when the debt securities may be redeemed if they are redeemable, as
well as the redemption prices, and a description of the terms of
redemption;
. the denominations of the debt securities, if other than $1,000 or an
integral multiple of $1,000;
. the amount that we will pay the holder if the maturity of the debt
securities is accelerated, if other than the entire principal amount;
. the currency in which we will make payments to the holder and, if a
foreign currency, the manner of conversion from United States dollars;
. any index or formula we may use to determine the amount of payment of
principal of, premium, if any, and interest on the debt securities;
5
. whether the debt securities will be issued in electronic, global or
certificated form;
. if the debt securities will be issued only in the form of a global
note, the name of the depositary or its nominee and the circumstances
under which the global note may be transferred or exchanged to someone
other than the depositary or its nominee;
. the applicability of the legal defeasance and covenant defeasance
provisions in the applicable indenture;
. any additions or changes to events of default and, in the case of
subordinated debt securities, any additional events of default that
would result in acceleration of their maturity;
. any additions or changes to the covenants relating to permitted
consolidations, mergers or sales of assets or otherwise;
. the amount that will be deemed to be the principal amount of the debt
securities as of a particular date before maturity if the principal
amount payable at the stated maturity date will not be able to be
determined on that date;
. whether the debt securities will be convertible into or exchangeable
for any other securities and the terms and conditions upon which a
conversion or exchange may occur, including the initial conversion or
exchange price or rate, the conversion or exchange period and any
other additional provisions;
. the terms of any repurchase or remarketing rights of third parties;
and
. any other terms of the debt securities not inconsistent with the terms
of the applicable indenture.
Debt securities may bear interest at fixed or floating rates. We may issue
our debt securities at an original issue discount, bearing no interest or
bearing interest at a rate that, at the time of issuance, is below market rate,
to be sold at a substantial discount below their stated principal amount.
Generally speaking, if our debt securities are issued at an original issue
discount and there is an event of default or acceleration of their maturity,
holders will receive an amount less than their principal amount. Tax and other
special considerations applicable to any series of debt securities, including
original issue discount debt, will be described in the prospectus supplement in
which we offer those debt securities. In addition, certain United States federal
income tax or other considerations, if any, applicable to any debt securities
which are denominated in a currency or currency unit other than United States
dollars may be described in the applicable prospectus supplement.
We will comply with Section 14(e) under the Exchange Act and any other
tender offer rules under the Exchange Act that may then apply to any obligation
we may have to purchase debt securities at the option of the holders. Any such
obligation applicable to a series of debt securities will be described in the
related prospectus supplement.
Subordination of Subordinated Debt Securities
Debt securities of a series may be subordinated to senior indebtedness to
the extent set forth in the prospectus supplement relating to the subordinated
debt securities. The definition of "senior indebtedness" will include, among
other things, senior debt securities and will be specifically set forth in that
prospectus supplement.
Subordinated debt securities of a particular series and any coupons
relating to those debt securities will be subordinate in right of payment, to
the extent and in the manner set forth in the subordinated debt
6
indenture and the prospectus supplement relating to those subordinated debt
securities, to the prior payment of all of our indebtedness that is designated
as senior indebtedness with respect to that series.
Upon any payment or distribution of our assets to creditors or upon a total
or partial liquidation or dissolution of Parker or in a bankruptcy,
receivership, or similar proceeding relating to Parker or our property, holders
of senior indebtedness will be entitled to receive payment in full in cash
before holders of subordinated debt securities will be entitled to receive any
payment of principal, premium, if any, or interest with respect to the
subordinated debt securities and, until the senior indebtedness is paid in full,
any distribution to which holders of subordinated debt securities would
otherwise be entitled will be made to the holders of senior indebtedness, except
that holders of subordinated debt securities may receive shares of stock and any
debt securities that are subordinated to senior indebtedness to at least the
same extent as the subordinated debt securities, all as described in the
applicable prospectus supplement.
Unless otherwise provided in an applicable prospectus supplement, we may
not make any payments of principal, premium, if any, or interest with respect to
subordinated debt securities, make any deposit for the purpose of defeasance of
the subordinated debt securities, or repurchase, redeem, or otherwise retire,
except, in the case of subordinated debt securities that provide for a mandatory
sinking fund, by our delivery of subordinated debt securities to the trustee in
satisfaction of our sinking fund obligation, any subordinated debt securities
if:
. any principal, premium, if any, or interest with respect to senior
indebtedness is not paid within any applicable grace period (including
at maturity); or
. any other default on senior indebtedness occurs and the maturity of
that senior indebtedness is accelerated in accordance with its terms,
unless, in either case, the default has been cured or waived and the
acceleration has been rescinded, the senior indebtedness has been paid in full
in cash, or we and the trustee receive written notice approving the payment from
the representatives of each issue of specified senior indebtedness as described
in the applicable prospectus supplement.
Unless otherwise provided in an applicable prospectus supplement, during
the continuance of any default (other than a default described in the preceding
paragraph) with respect to any senior indebtedness pursuant to which the
maturity of that senior indebtedness may be accelerated immediately without
further notice (except such notice as may be required to effect the
acceleration) or the expiration of any applicable grace periods, we may not pay
the subordinated debt securities for such periods after notice of the default
from the representative of specified senior indebtedness as shall be specified
in the applicable prospectus supplement.
By reason of this subordination, in the event of insolvency, our creditors
who are holders of senior indebtedness or holders of any indebtedness or serial
preferred stock of our subsidiaries, as well as certain of our general
creditors, may recover more, ratably, than the holders of the subordinated debt
securities.
Events of Default
Except as may be provided otherwise in a prospectus supplement, any of the
following events will constitute an event of default for a series of debt
securities under an indenture:
. failure to pay interest on our debt securities of that series (or any
payment with respect to the related coupons, if any) and continuation
of the default for thirty days past the applicable due date;
. failure to pay principal of, or premium, if any, on our debt
securities of that series when due (whether at maturity, upon
redemption, declaration of acceleration, required repurchase or
otherwise);
7
. failure to make any sinking fund payment on our debt securities of
that series when due;
. failure to perform any other covenant or agreement in the indenture,
other than a covenant included in the indenture solely for appropriate
benefit of a different series of our debt securities, which failure
continues for 60 days after the trustee or holders of 10% of the
outstanding principal amount of the debt securities of that series
have given written notice of the failure in the manner provided in the
indenture;
. acceleration of more than $10,000,000 of our or our restricted
subsidiaries' other indebtedness under the terms of the applicable
debt instrument if the acceleration is not rescinded or the
indebtedness is not paid within 10 days after the trustee or holders
of 10% of the outstanding principal amount of the debt securities of
that series have given written notice of the default in the manner
provided in the indenture;
. specified events relating to our bankruptcy, insolvency or
reorganization; and
. any other event of default provided with respect to debt securities of
that series.
An event of default with respect to one series of debt securities is not
necessarily an event of default for another series.
If there is an event of default with respect to a series of our debt
securities, which continues for the requisite amount of time, either the trustee
or holders of at least 25% of the aggregate principal amount of that series may
declare the principal amount of all of the debt securities of that series to be
due and payable immediately. If the securities were issued at an original issue
discount, less than the stated principal amount may become payable. After the
declaration of acceleration of the maturity of the debt securities of any
series, but before the trustee obtains a judgment or decree for payment of the
money due, the holders of at least a majority in aggregate principal amount of
the debt securities of that series may, on behalf of the holders of all debt
securities and any related coupons of that series, rescind and annul the
declaration of acceleration if we take specific evincing steps to cure the
breach, as specified in the applicable indenture. In addition, the holders of
at least a majority in aggregate principal amount of the debt securities of a
series may, on behalf of the holders of all debt securities and any related
coupons of that series, waive any past default with respect to the series and
its consequences, except defaults in the payment of principal, premium, if any,
or interest on the security or in respect of a covenant that cannot be modified
or amended without the consent of the holder of each outstanding security of the
affected series. Such a waiver causes the event of default to cease to exist
and be deemed to have been cured.
We are required to file annually with the trustee an officer's certificate
as to the absence of defaults under the terms of the indenture. The indenture
provides that if a default occurs with respect to debt securities of any series,
the trustee will give the holders of the relevant series notice of the default
when, as and to the extent provided by the Trust Indenture Act of 1939.
However, in the case of any default under any covenant with respect to the
series, no notice of default to holders will be given until at least thirty days
after the occurrence of the default.
Each indenture provides that the trustee will be under no obligation,
subject to the duty of the trustee during default to act with the required
standard of care, to exercise any of its rights or powers under the indenture at
the request or direction of any of the holders, unless these holders shall have
offered to the trustee reasonable security or indemnity. Subject to these
provisions for indemnification of the trustee, the holders of a majority of the
amount of the outstanding debt securities of any series will have the right to
direct the time, manner and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or other power conferred on
the trustee, with respect to the debt securities of that series.
8
Satisfaction and Discharge of the Indentures
An indenture will generally cease to be of any further effect with respect
to a series of debt securities if:
. we have delivered to the applicable trustee for cancellation all debt
securities of that series (with certain limited exceptions); or
. all debt securities and coupons of that series not previously
delivered to the trustee for cancellation:
__ have become due and payable;
__ will become due and payable at their stated maturity within one
year; or
__ are to be called for redemption within one year under
arrangements satisfactory to the trustee, and we have deposited
with the trustee as trust funds the entire amount sufficient to
pay at maturity or upon redemption all of those debt securities
and coupons.
For the trustee to execute proper instruments acknowledging the satisfaction and
discharge of an indenture in either case described above, we must also pay or
cause to be paid all other sums payable under the applicable indenture by us,
and deliver to the trustee an officer's certificate and an opinion of counsel
stating that all indenture conditions have been met.
Legal Defeasance And Covenant Defeasance
Any series of our debt securities may be subject to the defeasance and
discharge provisions of the applicable indenture if so specified in the
applicable prospectus supplement. If those provisions are applicable, we may
elect either:
. legal defeasance--which will permit us to defease and be discharged
from, subject to limitations, all of our obligations with respect to
those debt securities; or
. covenant defeasance--which will permit us to be released from our
obligations to comply with covenants relating to those debt securities
as described in the applicable prospectus supplement, which may
include obligations concerning subordination of our subordinated debt
securities.
If we exercise our legal defeasance option with respect to a series of debt
securities, payment of those debt securities may not be accelerated because of
an event of default. If we exercise our covenant defeasance option with respect
to a series of debt securities, payment of those debt securities may not be
accelerated because of an event of default related to the specified covenants.
Unless otherwise provided in the applicable prospectus supplement, we may
invoke legal defeasance or covenant defeasance with respect to any series of our
debt securities only if:
. we irrevocably deposit with the trustee, in trust:
__ an amount in funds;
__ U.S. government obligations which, through the scheduled payment
of principal and interest in accordance with their terms, will
provide, not later than one day before the due date of any
payment, an amount in funds; or
9
__ any combination of funds or U.S. government obligations;
sufficient to pay upon maturity or redemption, as the case may be, the
principal of, premium, if any, and interest on those debt securities;
. we deliver to the trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the
combination of funds or U.S. government obligations will provide cash
at times and in amounts as will be sufficient to pay the principal,
premium, if any, and interest when due with respect to all the debt
securities of that series to maturity or redemption, as the case may
be;
. 90 days pass after the deposit described above is made and, during the
90-day period, no default relating to our bankruptcy, insolvency or
reorganization occurs that is continuing at the end of that period;
. no event of default has occurred and is continuing on the date of the
deposit described above after giving effect to the deposit;
. we deliver to the trustee an officer's certificate to the effect that
no debt security will be delisted as a result of the deposit described
above;
. the deposit will not cause the trustee to have a conflict of interest
under the Trust Indenture Act;
. the legal defeasance or covenant defeasance will not result in a
breach of or defAult under any other agreement to which we are party
or to which we are bound;
. the legal defeasance or covenant defeasance will not result in the
trust arising from the deposit described above constituting an
investment company under the Investment Company Act of 1940 unless
registered under the Investment Company Act or exempt;
. we deliver to the trustee an opinion of counsel addressing certain
federal income tax matters relating to the defeasance; and
. we deliver to the trustee an officer's certificate and an opinion of
counsel, each stating that all conditions precedent to the defeasance
and discharge of the debt securities of that series as contemplated by
the applicable indenture have been complied with.
Modification and Waiver
We may enter into supplemental indentures for the purpose of modifying or
amending an indenture with the consent of holders of at least 66 2/3% in
aggregate principal amount of each series of our outstanding debt securities
affected. However, unless otherwise provided in the applicable prospectus
supplement, the consent of all of the holders of our debt securities that are
affected by any modification or amendment is required for any of the following:
. to reduce the percentage in principal amount of debt securities of any
series whose holders must consent to an amendment or waiver;
. to reduce the rate of or extend the time for payment of interest on
any debt security or coupon or reduce the amount of any interest
payment to be made with respect to any debt security or coupon;
10
. to reduce the principal of or change the stated maturity of principal
of, or any installment of principal of, or interest on, any debt
security or reduce the amount of principal of any original issue
discount security that would be due and payable upon declaration of
acceleration of maturity;
. to reduce the premium payable upon the redemption of any debt security
or change the time at which any debt security may or shall be
redeemed;
. to modify the subordination provisions of our subordinated debt
securities in a manner adverse to holders;
. change the place or currency of payment of principal, or any premium
or interest on, any debt security;
. to impair the right to bring a lawsuit for the enforcement of any
payment on or after the stated maturity of any debt security (or in
the case of redemption, on or after the date fixed for redemption); or
. to modify any of the above provisions of an indenture, except to
increase the percentage in principal amount of debt securities of any
series whose holders must consent to an amendment or to provide that
certain other provisions of an indenture cannot be modified or waived
without the consent of the holder of each outstanding debt security
affected by the modification or waiver.
In addition, we and the trustee with respect to an indenture may enter into
supplemental indentures without the consent of the holders of debt securities
for one or more of the following purposes (in addition to any other purposes
specified in an applicable prospectus supplement):
. to evidence that another person has become our successor under the
provisions of the indenture and that the successor assumes our
covenants, agreements and obligations in the indenture and in the debt
securities;
. to surrender any of our rights or powers under the indenture, to add
to our covenants further covenants, restrictions, conditions or
provisions for the protection of the holders of all or any series of
debt securities, and to make a default in any of these additional
covenants, restrictions, conditions or provisions a default or an
event of default under the indenture;
. to cure any ambiguity or to make corrections to the indenture, any
supplemental indenture, or any debt securities, or to make such other
provisions in regard to matters or questions arising under the
indenture that do not adversely affect the interests of any holders of
debt securities of any series;
. to add to or change any of the provisions of the indenture to provide
that bearer securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal or premium
with respect to registered securities or of principal, premium or
interest with respect to bearer securities, or to permit registered
securities to be exchanged for bearer securities, so long as none of
these actions adversely affects the interests of the holders of debt
securities or any coupons of any series in any material respect;
. to permit the issuance of debt securities of any series in
uncertificated form;
. to secure the debt securities, subject to specified restrictions;
11
. to add to, change or eliminate any of the provisions of the indenture
with respect to one or more series of debt securities subject to
certain limitations;
. to evidence and provide for the acceptance of appointment by a
successor or separate trustee with respect to the debt securities of
one or more series and to add to or change any of the provisions of
the indenture as necessary to provide for the administration of the
indenture by more than one trustee; and
. to establish the form or terms of debt securities and coupons of any
series.
Certain Covenants
Except as may be provided otherwise in the applicable prospectus
supplement, we will be bound by certain restrictions in connection with the
issuance of debt securities. Unless otherwise described in a prospectus
supplement relating to any debt securities, other than as described below under
"--Restrictions on Secured Debt," "--Restrictions on Sales and Leasebacks," and
"--Consolidation, Merger and Sale of Assets," the indentures do not contain any
provisions that would limit our ability to incur indebtedness or that would
afford holders of debt securities protection in the event of a sudden and
significant decline in our credit quality or a takeover, recapitalization or
highly leveraged or similar transaction involving us. Accordingly, we could in
the future enter into transactions that could increase the amount of
indebtedness outstanding at that time or otherwise affect our capital structure
or credit rating. You should refer to the prospectus supplement relating to a
particular series of debt securities for information about any deletions from,
modifications of or additions to, the events of default or covenants of ours
contained in an indenture, including any addition of a covenant or other
provision providing event risk or similar protection.
Certain Definitions
Unless otherwise provided in the applicable prospectus supplement, the
following terms will mean as follows for purposes of covenants that may be
applicable to any particular series of debt securities.
"Attributable Debt" means the total net amount of rent required to be paid
during the remaining primary term of certain leases, discounted from the due
date at a rate per annum equal to the weighted average yield to maturity of the
debt securities calculated in accordance with generally accepted financial
practices.
"Consolidated Net Tangible Assets" means the aggregate amount of assets,
less applicable reserves and other properly deductible items, after deducting
(i) all liabilities other than deferred income taxes, Funded Debt and
shareholders' equity, and (ii) all goodwill and other intangibles of ours and
our consolidated Subsidiaries computed in accordance with generally accepted
accounting principles.
"Debt" means loans and notes, bonds, debentures or other similar evidences
of indebtedness for money borrowed.
"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized at the date of such computation and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an asset
and as Funded Debt at the respective amounts so capitalized).
"Principal Property" means any manufacturing or processing plant or
warehouse owned by us or any Restricted Subsidiary which is located within the
United States and the gross book value of which (including related land,
improvements, machinery and equipment without deduction of any depreciation
12
reserves) on the date as of which the determination is being made, exceeds 1% of
Consolidated Net Tangible Assets, with certain exceptions due to materiality to
our business or to the use or operation of this property as determined by our
board of directors.
"Restricted Subsidiary" means a Subsidiary of ours where substantially all
the property is located, or substantially all of the business is carried on,
within the United States and which owns a Principal Property.
"Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by us and/or one or more of our
Subsidiaries.
Restrictions on Secured Debt
Unless otherwise provided in the applicable prospectus supplement, we will
not, and we will not permit any Restricted Subsidiary to, incur, issue, assume
or guarantee any Debt secured by a pledge of, or mortgage or other lien on, any
Principal Property or any shares of capital stock of, or Debt of, any Restricted
Subsidiary (such pledges, mortgages and other liens being hereinafter called
"Mortgage" or "Mortgages"), without providing that the debt securities are
secured equally and ratably with (or, at our option, prior to) this secured
Debt.
Unless otherwise provided in the applicable prospectus supplement, this
obligation will not apply if, after giving effect to the secured Debt, the
aggregate amount of all this Debt so secured together with all Attributable Debt
of our and our Restricted Subsidiaries in respect of sale and leaseback
transactions (other than sale and leaseback transactions described in "--
Restrictions on Sales and Leasebacks") involving Principal Properties, would not
exceed 10% of our Consolidated Net Tangible Assets.
Unless otherwise provided in the applicable prospectus supplement, this
obligation will not apply to, and there will be excluded in computing secured
Debt for the purpose of the restriction, Debt secured by:
. Mortgages on property, stock or Debt of any corporation, partnership,
association or other entity existing at the time that corporation,
partnership, association or other entity becomes a Restricted
Subsidiary or obligor under the Indenture;
. Mortgages in favor of Parker or a Restricted Subsidiary;
. Mortgages in favor of a governmental body to secure progress, advance
or other payments pursuant to any contract or provision of any
statute;
. Mortgages on property, stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the
purchase price, construction cost or development cost created or
assumed within 180 days after the acquisition or completion of
construction or development of this property, stock or Debt;
. Debt secured by Mortgages securing industrial revenue or pollution
control bonds; and
. any extension, renewal or refinancing (or successive extensions,
renewals or refinancings), as a whole or in part, of any of the
foregoing, except that this extension, renewal or refinancing Mortgage
will be limited to all or a part of the same property, shares of stock
or Debt that secured the Mortgage extended, renewed or refinanced
(plus improvements on the property).
13
Restrictions on Sales and Leasebacks
Unless otherwise provided in the applicable prospectus supplement, neither
we nor any of our Restricted Subsidiaries may enter into any sale and leaseback
transaction involving any Principal Property, unless the aggregate amount of all
Attributable Debt of us and our Restricted Subsidiaries with respect to this
transaction plus all secured Debt would not exceed 10% of Consolidated Net
Tangible Assets.
Unless otherwise provided in the applicable prospectus supplement, this
obligation will not apply to, and there will be excluded in computing
Attributable Debt for purposes of this restriction, any sale and leaseback
transaction if:
. the sale or transfer of the Principal Property is made within 180 days
after the later of its acquisition or completion of construction;
. the lease secures or relates to industrial revenue or pollution
control bonds; or
. we or our Restricted Subsidiary, within 180 days after the sale is
completed, apply (i) to the retirement of the debt securities, other
Funded Debt of Parker ranking on parity with or senior to the debt
securities, or Funded Debt of a Restricted Subsidiary, or (ii) to the
purchase of other property which will constitute a Principal Property
having a value at least equal to the value of the Principal Property
leased, an amount equal to the greater of (A) the net proceeds of the
sale of the Principal Property leased, or (B) the fair market value of
the Principal Property leased.
In lieu of applying proceeds to the retirement of Funded Debt, the Company
may surrender debentures or notes, including the debt securities to the trustee
for retirement and cancellation, or we or any Restricted Subsidiary may receive
credit for the principal amount of Funded Debt voluntarily retired within 180
days after this sale.
This restriction will not apply to any sale and leaseback transaction
between Parker and a Restricted Subsidiary or between Restricted Subsidiaries or
involving the taking back of a lease for a period of three years or less.
Consolidation, Merger and Sale of Assets
Unless otherwise provided in the applicable prospectus supplement, our
indentures prohibit us from consolidating with or merging into another business
entity, or transferring or leasing substantially all of our assets, unless:
. the surviving or acquiring entity is a United States corporation,
partnership or trust and it expressly assumes our obligations with
respect to our debt securities by executing a supplemental indenture;
. immediately after giving effect to the transaction, no default or
event of default would occur or be continuing; and
. we have delivered to the trustee an officer's certificate and an
opinion of counsel, each stating that the consolidation, merger, lease
or sale complies with the indenture.
The indenture further provides that no consolidation or merger of us with
or into any other corporation and no conveyance, transfer or lease of our
property substantially as an entirety to another person may be made if, as a
result thereof, any Principal Property of ours or any of our Restricted
Subsidiaries or any shares of capital stock or Debt of a Restricted Subsidiary
would become subject to a Mortgage which is not expressly excluded from the
restrictions or permitted by the indentures, unless the debt securities are
secured equally and ratably with, or prior to, all indebtedness secured thereby.
14
Conversion or Exchange Rights
If debt securities of any series are convertible or exchangeable, the
applicable prospectus supplement will specify:
. the type of securities into which they may be converted or exchanged;
. the conversion price or exchange ratio, or its method of calculation;
. whether conversion or exchange is mandatory or at the holder's
election;
. how and when the conversion price or exchange ratio may be adjusted;
and
. any other important terms concerning the conversion or exchange
rights.
Global Securities
Our debt securities may be issued in the form of one or more global
securities that will be deposited with a depositary or its nominee identified in
the applicable prospectus supplement. If so, each global security will be
issued in the denomination of the aggregate principal amount of securities that
it represents. Unless and until it is exchanged in whole or in part for debt
securities that are in definitive registered form, a global security may not be
transferred or exchanged except as a whole to the depositary, another nominee of
the depositary, or a successor of the depositary or its nominee.
The specific material terms of the depositary arrangement with respect to
any portion of a series of our debt securities that will be represented by a
global security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to our depositary
arrangements.
Upon the issuance of any global security and its deposit with or on behalf
of the depositary, the depositary will credit, on its book-entry registration
and transfer system, the principal amounts of our debt securities represented by
the global security to the accounts of participating institutions that have
accounts with the depositary or its nominee. The underwriters or agents
engaging in the distribution of our debt securities, or we, if we are offering
and selling our debt securities directly, will designate the accounts to be
credited. Ownership of beneficial interests in a global security will be
limited to participating institutions or their clients. The depositary or its
nominee will keep records of the ownership and transfer of beneficial interests
in a global security by participating institutions. Participating institutions
will keep records of the ownership and transfer of beneficial interests by their
clients. The laws of some jurisdictions may require that purchasers of our
securities receive physical certificates, which may impair a holder's ability to
transfer its beneficial interests in global securities.
While the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner of all
of our debt securities represented by the global security for all purposes under
the indentures. Generally, if a holder owns beneficial interests in a global
security, that holder will not be entitled to have our debt securities
registered in that holder's own name, and that holder will not be entitled to
receive a certificate representing that holder's ownership. Accordingly, if a
holder owns a beneficial interest in a global security, the holder must rely on
the depositary and, if applicable, the participating institution of which that
holder is a client to exercise the rights of that holder under the applicable
indenture.
The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under an
indenture. We understand that, according to existing industry practices, if we
request any action of holders, or any owner of a beneficial interest in a global
security wishes to give any notice or take any action, the depositary would
authorize the participating
15
institutions to give the notice or take the action, and the participating
institutions would in turn authorize their clients to give the notice or take
the action.
Generally, we will make payments on our debt securities represented by a
global security directly to the depositary or its nominee. It is our
understanding that the depositary will then credit the accounts of participating
institutions, which will then distribute funds to their clients. We also expect
that payments by participating institutions to their clients will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of clients registered in "street names," and
will be the responsibility of the participating institutions. Neither we nor
the trustee, nor our respective agents, will have any responsibility, or bear
any liability, for any aspects of the records relating to or payments made on
account of beneficial interests in a global security, or for maintaining,
supervising or reviewing records relating to beneficial interests.
Generally, a global security may be exchanged for certificated debt
securities only in the following instances:
. the depositary notifies us that it is unwilling or unable to continue
as depositary for the relevant global security, or it has ceased to be
a registered clearing agency, if required to be registered by law;
. there shall have occurred and be continuing an event of default with
respect to the global security; or
. another event, described in the relevant prospectus supplement, has
occurred.
The following is based on information furnished to us:
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as depositary for securities issued in
the form of global securities. Global securities will be issued only as fully
registered securities registered in the name of Cede & Co., which is DTC's
nominee. One or more fully-registered global securities will be issued for
these securities representing in the aggregate the total number of these
securities, and will be deposited with or on behalf of DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants deposit with it. DTC also facilitates
the settlement among its participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. DTC is owned by a number of its direct participants
and by the New York Stock Exchange, the American Stock Exchange and the National
Association of Securities Dealers. Access to the DTC system is also available
to others, known as indirect participants, such as securities brokers and
dealers, banks and trust companies that clear through or maintain custodial
relationships with direct participants, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants
16
through which the beneficial owners purchased securities. Transfers of ownership
interests in securities issued in the form of global securities are accomplished
by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their
ownership interests in these securities, except if use of the book-entry system
for these securities is discontinued.
DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the
identity of the direct participants to whose accounts these securities are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping accounts of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Any redemption notices need to be sent to DTC. If less than all of the
securities of a series or class are being redeemed, DTC's practice is to
determine by lot the amount to be redeemed from each participant.
Although voting with respect to securities issued in the form of global
securities is limited to the holders of record, when a vote is required, DTC
will not itself consent or vote with respect to these securities. Under its
usual procedures, DTC would mail an omnibus proxy to the issuer of the
securities as soon as possible after the record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants to whose
accounts these securities are credited on the record date, identified in a
listing attached to the omnibus proxy.
Payments in respect of securities issued in the form of global securities
will be made by the issuer of these securities to DTC. DTC's practice is to
credit direct participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on this payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices and will be the responsibility of the participant and not of
DTC or us, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payments to DTC are the responsibility of the issuer
of the applicable securities, disbursement of these payments to direct
participants is the responsibility of DTC, and disbursements of these payments
to the beneficial owners is the responsibility of direct and indirect
participants.
DTC may discontinue providing its services as depositary with respect to
any securities at any time by giving reasonable notice to the issuer of these
securities. If a successor depositary is not obtained, individual security
certificates representing these securities are required to be printed and
delivered. We, at our option, may decide to discontinue use of the system of
book-entry transfers through DTC or a successor depositary.
The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be accurate, but we assume no
responsibility for its accuracy. We have no responsibility for the performance
by DTC or its participants of their obligations as described in this prospectus
or under the rules and procedures governing their operations.
Debt securities may be issued as registered securities, which will be
registered as to principal and interest in the register maintained by the
registrar for those debt securities, or bearer securities, which will be
transferable only by delivery. If debt securities are issuable as bearer
securities, certain special limitations and considerations will apply, as set
forth in the applicable prospectus supplement.
Our Senior Debt Trustee
The current trustee for our senior debt securities is National City Bank,
which performs services for us in the ordinary course of business. National
City Bank acts as a depositary for funds of, performs
17
certain other services for, and transacts other banking business with us and
certain of our subsidiaries in the normal course of its business. National City
Bank is a participating lender under our current credit facility. Duane E.
Collins, chairman of the board of directors of Parker, and John G. Breen, a
director of Parker, are also directors of National City Bank. We may engage
additional or substitute trustees with respect to particular series of our debt
securities.
Governing Law
The indentures and the debt securities will be governed by the laws of the
State of New York.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 603,000,000 shares of stock,
including:
. 600,000,000,000 common shares, $0.50 par value per share, of which
117,159,213 shares were issued and outstanding as of December 31,
2001; and
. 3,000,000 shares of serial preferred stock, $0.50 par value per share,
of which no shares are currently issued or outstanding.
Common Shares
This section describes the general terms of our common shares. For more
detailed information, you should refer to our amended articles of incorporation
and amended code of regulations, copies of which have been filed with the SEC.
These documents are also incorporated by reference into this prospectus.
Holders of our common shares are entitled to one vote per share with
respect to each matter submitted to a vote of our shareholders, subject to
voting rights of shares of our serial preferred stock, if any. Except as
provided in connection with our serial preferred stock or as otherwise may be
required by law or our amended articles of incorporation, our common shares are
the only capital stock entitled to vote in the election of directors.
Shareholders of Parker have cumulative voting rights in the election of
directors if any shareholder gives notice in writing to the president or a vice
president or the secretary of Parker not less than 48 hours before the time
fixed for holding the meeting that cumulative voting at this election is desired
and an announcement of the giving of this notice is made upon the convening of
the meeting by the chairman or the secretary or by or on behalf of the
shareholder giving the notice. In this event, each shareholder has the right to
cumulate 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 the
shareholder is entitled, or to distribute votes on the same principle among two
or more nominees, as the shareholder sees fit.
Subject to the rights of holders of our serial preferred stock, if any,
holders of our common shares are entitled to receive dividends and distributions
lawfully declared by our board of directors. If we liquidate, dissolve or wind
up our business, whether voluntarily or involuntarily, holders of our common
shares will be entitled to receive any assets available for distribution to our
shareholders after we have paid or set apart for payment the amounts necessary
to satisfy any preferential or participating rights to which the holders of each
outstanding series of serial preferred stock are entitled by the express terms
of that series of serial preferred stock.
Our outstanding common shares are fully paid and nonassessable. Our common
shares do not have any preemptive, subscription or conversion rights. We may
issue additional authorized common shares as it is authorized by our board of
directors from time to time, without shareholder approval, except as may be
required by applicable stock exchange requirements. In addition, attached to
each of our
18
common shares is one common share purchase right. See "--Rights Agreement" below
for a summary discussion of these rights.
Serial Preferred Stock
This section describes the general terms and provisions of our serial
preferred stock. The applicable prospectus supplement will describe the
specific terms of the shares of serial preferred stock offered through that
prospectus supplement, as well as any general terms described in this section
that will not apply to those shares of serial preferred stock. We will file a
copy of the amendment to our articles of incorporation that contains the terms
of each new series of serial preferred stock with the SEC each time we issue a
new series of serial preferred stock. This amendment will establish the number
of shares included in a designated series and fix the designation, powers,
privileges, preferences and rights of the shares of each series as well as any
applicable qualifications, limitations or restrictions. You should refer to the
applicable amended articles of incorporation before deciding to buy shares of
our serial preferred stock as described in the applicable prospectus supplement.
Our board of directors has been authorized to provide for the issuance of
shares of our serial preferred stock in multiple series without the approval of
shareholders. With respect to each series of our serial preferred stock, our
board of directors has the authority, consistent with our amended articles of
incorporation, to fix the following terms:
. the designation of the series distinguished by number, letter or
title;
. the number of shares within the series, which the board of directors
may increase or decrease;
. the dividend rate of the series;
. the dates of payment of dividends, and the dates from which dividends
are cumulative;
. the liquidation price for each share you own if we dissolve or
liquidate;
. whether the shares are redeemable, the redemption price and the terms
of redemption;
. the terms and amount of any sinking fund provided for the purchase or
redemption of shares of the series;
. whether the shares are convertible, the price or rate of conversion,
and the applicable terms and conditions; and
. any restrictions on issuance of shares in the same series or any other
series.
Dividends in respect of the serial preferred stock will be cumulative and
payable quarterly in cash. Holders of serial preferred stock are entitled to
one vote for each share of serial preferred stock on all matters presented to
shareholders and vote, in general, together with common shares as one class. In
the event of a default in the payment of dividends (whether or not declared) in
an aggregate amount equivalent to six quarterly dividends (whether or not
consecutive), the holders of serial preferred stock, voting as a separate class,
have the right to elect two additional directors on Parker's board of directors.
In addition, the holders of serial preferred stock have supermajority voting
rights in regard to changes to our amended articles of incorporation or amended
code of regulations adversely affecting the voting powers, rights or preferences
of this serial preferred stock.
Your rights with respect to your shares of the serial preferred stock will
be subordinate to the rights of our general creditors. Shares of our serial
preferred stock that we issue will be fully paid and
19
nonassessable, and will not be entitled to preemptive rights unless specified in
the applicable prospectus supplement.
The description of our board of director's powers with respect to serial
preferred stock and your rights as a serial preferred stock shareholder in this
section does not describe every aspect of these powers and rights. A copy of
our amended articles of incorporation has been incorporated by reference in the
registration statement of which this prospectus is a part. See "Where You Can
Find More Information" for information on how to obtain a copy.
Rights Agreement
Attached to each of our common shares is one common share purchase right.
Each right entitles the registered holder to purchase from us one common share,
par value $.50, at a price of $150.00 per common share, subject to adjustment.
The rights expire on February 17, 2007, unless the final expiration date is
extended or unless the rights are earlier redeemed or exchanged by us.
The rights are represented by the certificates for our common shares, are
not exercisable, and are not separately transferable from the common shares,
until the earlier of:
. ten business days or any earlier or later date (this date, the "flip-
in date") (not to exceed 30 days) determined by the board of
directors, after our public announcement that a person or group,
called an "acquiring person," has become the beneficial owner of 15%
or more of our outstanding common shares; or
. ten business days, or a later date determined by the board of
directors, after the commencement of a tender or exchange offer that
would result in a person or group becoming an acquiring person.
Generally, in the event that a person or group becomes an acquiring person,
each right, other than the rights owned by the acquiring person, will entitle
the holder to receive, upon exercise of the right, common shares having a value
equal to two times the exercise price of the right. In the event that we are
acquired in a merger, consolidation or other business combination transaction or
more than 50% of our assets, cash flow or earning power is sold or transferred,
each right, other than the rights owned by an acquiring person, will entitle the
holder to receive, upon the exercise of the right, common shares of the
surviving corporation having a value equal to two times the exercise price of
the right.
At any time after the flip-in date, the board of directors may exchange the
rights, other than rights owned by the acquiring person, which would have become
void, in whole or in part, at an exchange ratio of one common share per right,
subject to adjustment.
The rights are redeemable in whole, but not in part, at $0.01 per right
until a flip-in date occurs. The ability to exercise the rights terminates at
the time that the board of directors elects to redeem or exchange the rights.
At no time will the rights have any voting rights.
The number of outstanding rights, the exercise price payable, and the
number of common shares issuable upon exercise of the rights are subject to
customary adjustments from time to time to prevent dilution.
The rights have certain anti-takeover effects. The rights may cause
substantial dilution to a person or group that attempts to acquire beneficial
ownership of more than 15% of our outstanding shares on terms not approved by
our board of directors. The rights should not interfere with any merger or
other business combination that our board of directors approves.
The description of the rights contained in this section does not describe
every aspect of the rights. The rights agreement dated January 31, 1997, as it
may be amended from time to time, between us and the
20
rights agent, contains the full legal text of the matters described in this
section. A copy of the rights agreement has been incorporated by reference in
the registration statement of which this prospectus forms a part. See "Where You
Can Find More Information" for information on how to obtain a copy.
Limitation on Directors' Liability
Under Section 1701.59(D) of the Ohio Revised Code, unless the articles or
the regulations of a corporation state by specific reference that this provision
of Ohio law does not apply, a director is liable for monetary damages for any
action or omission as a director only if it is proven by clear and convincing
evidence that this act or omission was undertaken either with deliberate intent
to cause injury to the corporation or with reckless disregard for the best
interests of the corporation. This provision, however, does not affect the
liability of directors under Section 1701.95 of the Ohio Revised Code, which
relates to:
. the payment of dividends or distributions, the making of distributions
of assets to shareholders or the purchase or redemption of the
corporation's shares, contrary to the law or our articles; the
distribution of assets to shareholders during the winding up of our
affairs by dissolution or otherwise, if creditors are not adequately
provided for; and
. the making of certain loans to officers, directors or shareholders,
other than in the usual course of business, without approval by a
majority of the disinterested directors of the corporation.
Section 1701.59(D) applies to our board of directors because our articles
and regulations do not specifically exclude its applicability. This may have
the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter shareholders or management from bringing
a lawsuit against directors based on their actions or omissions, even though
such a lawsuit, if successful, might otherwise have benefited us and our
shareholders.
Ohio Antitakeover Law
Several provisions of Ohio Revised Code may make it more difficult to
acquire us by means of a tender offer, open market purchase, proxy fight or
otherwise. These provisions include Section 1701.831 (Control Share
Acquisitions) and Chapter 1704 (Business Combinations).
These statutory provisions are designed to encourage persons seeking to
acquire control of us to negotiate with our board of directors. We believe that,
as a general rule, our interests and the interests of our shareholders would be
served best if any change in control results from negotiations with our board of
directors based upon careful consideration of the proposed terms, such as the
price to be paid to shareholders, the form of consideration to be paid and the
anticipated tax effects of the transaction, among other factors.
These statutory provisions could have the effect of discouraging a
prospective acquirer from making a tender offer for our shares or otherwise
attempting to obtain control of us. To the extent that these provisions
discourage takeover attempts, they could deprive shareholders of opportunities
to realize takeover premiums for their shares. Moreover, these provisions could
discourage accumulations of large blocks of common shares, thus depriving
shareholders of any advantages which large accumulations of stock might provide.
Finally, these provisions could limit the ability of shareholders to approve a
transaction that they may deem to be in their best interests.
The Ohio Revised Code's Control Share Acquisition and Business Combination
provisions are set forth in summary below. This summary does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all sections of the Ohio Revised Code.
21
Control Share Acquisitions
Section 1701.831 of the Ohio Revised Code provides that certain notice and
informational filings and special shareholder meeting and voting procedures must
be followed prior to consummation of a proposed "control share acquisition."
The Ohio Revised Code defines a "control share acquisition" as any acquisition
of an issuer's shares which would entitle the acquirer, immediately after that
acquisition, directly or indirectly, to exercise or direct the exercise of
voting power of the issuer in the election of directors within any one of the
following ranges of that voting power:
. one-fifth or more but less than one-third of that voting power;
. one-third or more but less than a majority of that voting power; or
. a majority or more of that voting power.
Assuming compliance with the notice and information filings prescribed by
the statute, the proposed control share acquisition may be made only if, at a
special meeting of shareholders, the acquisition is approved by at least a
majority of the voting power of the issuer represented at the meeting and at
least a majority of the voting power remaining after excluding the combined
voting power of the "interested shares." "Interested shares" are the shares
held by the intended acquirer and the employee-directors and officers of the
issuer, as well as certain shares that were acquired after the date of the first
public disclosure of the acquisition but before the record date for the meeting
of shareholders and shares that were transferred, together with the voting power
thereof, after the record date for the meeting of shareholders.
Business Combinations
We are subject to Chapter 1704 of the Ohio Revised Code, which prohibits
certain business combinations and transactions between an "issuing public
corporation" and an "interested shareholder" for at least three years after the
interested shareholder attains 10% ownership of the issuing public corporation,
unless the board of directors of the issuing public corporation approves the
transaction prior to the interested shareholder attaining such 10% ownership.
An "issuing public corporation" is an Ohio corporation with 50 or more
shareholders that has its principal place of business, principal executive
offices, or substantial assets within the State of Ohio, and as to which no
close corporation agreement exists. An "interested shareholder" is a beneficial
owner of 10% or more of the shares of a corporation. Examples of transactions
regulated by Chapter 1704 include the disposition of assets, mergers and
consolidations, voluntary dissolutions and the transfer of shares.
Subsequent to the three-year period, a transaction subject to Chapter 1704
may take place provided that certain conditions are satisfied, including:
. prior to the interested shareholder's share acquisition date, the
board of directors of the issuing public corporation approved the
purchase of shares by the interested shareholder;
. the transaction is approved by the holders of shares with at least 66
2/3% of the voting power of the corporation (or a different proportion
set forth in the articles of incorporation), including at least a
majority of the outstanding shares after excluding shares controlled
by the interested shareholder; or
. the business combination results in shareholders, other than the
interested shareholder, receiving a fair price plus interest for their
shares.
22
Special Charter and Regulations Provisions
Our amended articles of incorporation contain a "fair price" provision that
applies to certain business combination transactions involving any person or
group that beneficially owns at least 20% of the aggregate voting power of our
outstanding capital stock, referred to as an "interested party." The provision
requires the affirmative vote of the holders of at least 80% of our voting stock
to approve certain business combination transactions between the interested
party and us or our subsidiaries, including:
. any merger or consolidation;
. any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of our assets or the assets of a subsidiary having a fair
market value of at least $20,000,000;
. the adoption of any plan or proposal for our liquidation or
dissolution proposed by or on behalf of the interested party;
. the issuance or transfer by us or a subsidiary to an interested party
of any of our securities or the securities of a subsidiary having a
fair market value of $20,000,000 or more; or
. any recapitalization, reclassification, merger or consolidation
involving us that would have the effect of increasing the interested
party's voting power in us or a subsidiary.
The 80% voting requirement will not apply if:
. the business combination is approved by our continuing directors (as
defined in the amended articles of incorporation); or
. the business combination is a merger or consolidation and the
consideration to be received by the holders of each class of capital
stock is the highest of:
__ the highest per share price paid by the interested party for the
capital stock during the prior two years; or
__ the highest sales price reported on a national securities
exchange during the prior two years; or
__ in the case of serial preferred stock, the amount of the
liquidation preference plus annual compound interest from the
date the interested party became an interested party less the
aggregate amount of any cash dividends paid during the interest
period.
This provision could have the effect of delaying or preventing a change in
control in a transaction or series of transactions not satisfying the "fair
price" criteria.
The "fair price" provision may be amended only by the affirmative vote of
the holders of at least 80% of the aggregate voting power of our outstanding
capital stock, unless two-thirds of the continuing directors recommends such a
change.
The foregoing provisions of the amended articles of incorporation and the
code of regulations, together with the rights agreement and the provisions of
the Ohio antitakeover laws (Section 1701.831 and Chapter 1704 of the Ohio
Revised Code) could have the effect of delaying, deferring or preventing a
change in control or the removal of existing management, of deterring potential
acquirors from making an offer to our shareholders and of limiting any
opportunity to realize premiums over prevailing market prices for our common
shares in connection therewith. This could be the case notwithstanding that a
majority of our shareholders might benefit from this change in control or offer.
23
Transfer Agent and Registrar
National City Bank serves as the registrar and transfer agent for the
common shares.
Stock Exchange Listing
Our common shares are listed on the New York Stock Exchange. The trading
symbol for our common shares on this exchange is "PH."
DESCRIPTION OF DEPOSITARY SHARES
General
We may offer fractional shares of serial preferred stock, rather than full
shares of serial preferred stock. If we do so, we may issue receipts for
depositary shares that each represent a fraction of a share of a particular
series of serial preferred stock. The prospectus supplement will indicate that
fraction. The shares of serial preferred stock represented by depositary shares
will be deposited under a depositary agreement between us and a bank or trust
company that meets certain requirements and is selected by us (the "Bank
Depositary"). Each owner of a depositary share will be entitled to all the
rights and preferences of the serial preferred stock represented by the
depositary share. The depositary shares will be evidenced by depositary
receipts issued pursuant to the depositary agreement. Depositary receipts will
be distributed to those persons purchasing the fractional shares of serial
preferred stock in accordance with the terms of the offering.
We have summarized some common provisions of a depositary agreement and the
related depositary receipts. The forms of the depositary agreement and the
depositary receipts relating to any particular issue of depositary shares will
be filed with the SEC each time we issue depositary shares, and you should read
those documents for provisions that may be important to you.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of serial preferred
stock represented by depositary shares, the Bank Depositary will distribute
these dividends to the record holders of these depositary shares. If the
distributions are in property other than cash, the Bank Depositary will
distribute the property to the record holders of the depositary shares.
However, if the Bank Depositary determines that it is not feasible to make the
distribution of property, the Bank Depositary may, with our approval, sell this
property and distribute the net proceeds from this sale to the record holders of
the depositary shares.
Redemption of Depositary Shares
If we redeem a series of serial preferred stock represented by depositary
shares, the Bank Depositary will redeem the depositary shares from the proceeds
received by the Bank Depositary in connection with the redemption. The
redemption price per depositary share will equal the applicable fraction of the
redemption price per share of the serial preferred stock. If fewer than all the
depositary shares are redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as the Bank Depositary may determine.
Voting the Serial Preferred Stock
Upon receipt of notice of any meeting at which the holders of the serial
preferred stock represented by depositary shares are entitled to vote, the Bank
Depositary will mail the notice to the record holders of the depositary shares
relating to this serial preferred stock. Each record holder of these depositary
shares on the record date (which will be the same date as the record date for
the serial preferred stock) may instruct the Bank Depositary as to how to vote
the serial preferred stock represented by this holder's depositary shares. The
Bank Depositary will endeavor, insofar as practicable, to vote the amount
24
of the serial preferred stock represented by such depositary shares in
accordance with these instructions, and we will take all action which the Bank
Depositary deems necessary in order to enable the Bank Depositary to do so. The
Bank Depositary will abstain from voting shares of the serial preferred stock to
the extent it does not receive specific instructions from the holders of
depositary shares representing this serial preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the depositary agreement may be amended by agreement between the
Bank Depositary and us. However, any amendment that materially and adversely
alters the rights of the holders of depositary shares will not be effective
unless this amendment has been approved by the holders of at least a majority of
the depositary shares then outstanding. The depositary agreement may be
terminated by the Bank Depositary or us only if:
. all outstanding depositary shares have been redeemed; or
. there has been a final distribution in respect of the serial preferred
stock in connection with any liquidation, dissolution or winding up of
Parker and this distribution has been distributed to the holders of
depositary receipts.
Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges
of the Bank Depositary in connection with the initial deposit of the serial
preferred stock and any redemption of the serial preferred stock. Holders of
depositary receipts will pay other transfer and other taxes and governmental
charges and any other charges, including a fee for the withdrawal of shares of
serial preferred stock upon surrender of depositary receipts, as are expressly
provided in the depositary agreement to be for their accounts.
Withdrawal of Serial Preferred Stock
Except as may be provided otherwise in the applicable prospectus
supplement, upon surrender of depositary receipts at the principal office of the
Bank Depositary, subject to the terms of the depositary agreement, the owner of
the depositary shares may demand delivery of the number of whole shares of
serial preferred stock and all money and other property, if any, represented by
those depositary shares. Fractional shares of serial preferred stock will not
be issued. If the depositary receipts delivered by the holder evidence a number
of depositary shares in excess of the number of depositary shares representing
the number of whole shares of serial preferred stock to be withdrawn, the Bank
Depositary will deliver to this holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. Holders of serial preferred
stock thus withdrawn may not thereafter deposit those shares under the
depositary agreement or receive depositary receipts evidencing depositary shares
therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary receipts all
reports and communications from us that are delivered to the Bank Depositary and
that we are required to furnish to the holders of serial preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or
delayed by law or any circumstance beyond our control in performing our
obligations under the depositary agreement. The obligations of the Bank
Depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
serial preferred stock unless satisfactory indemnity is furnished. We may rely
upon written advice of counsel or accountants, or upon information provided by
25
persons presenting serial preferred stock for deposit, holders of depositary
receipts or other persons believed to be competent and on documents believed to
be genuine.
Resignation and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us notice of
its election to do so, and we may at any time remove the Bank Depositary. Any
such resignation or removal will take effect upon the appointment of a successor
Bank Depositary and the successor's acceptance of this appointment. The
successor Bank Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company meeting the
requirements of the depositary agreement.
DESCRIPTION OF WARRANTS
General Description of Warrants
We may issue warrants for the purchase of debt securities, serial preferred
stock or common shares. Warrants may be issued independently or together with
other securities and may be attached to or separate from any offered securities.
Each series of warrants will be issued under a separate warrant agreement to be
entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with the warrants and
will not have any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants. A copy of the warrant agreement will
be filed with the SEC in connection with the offering of warrants.
Debt Warrants
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of those warrants, including the
following:
. the title of the warrants;
. the offering price for the warrants, if any;
. the aggregate number of the warrants;
. the designation and terms of the debt securities purchasable upon
exercise of the warrants;
. if applicable, the designation and terms of the debt securities that
the warrants are issued with and the number of warrants issued with
each debt security;
. if applicable, the date from and after which the warrants and any debt
securities issued with them will be separately transferable;
. the principal amount of debt securities that may be purchased upon
exercise of a warrant and the price at which the debt securities may
be purchased upon exercise;
. the dates on which the right to exercise the warrants will commence
and expire;
. if applicable, the minimum or maximum amount of the warrants that may
be exercised at any one time;
. whether the warrants represented by the warrant certificates or debt
securities that may be issued upon exercise of the warrants will be
issued in registered or bearer form;
26
. information relating to book-entry procedures, if any;
. the currency or currency units in which the offering price, if any,
and the exercise price are payable;
. if applicable, a discussion of material United States federal income
tax considerations;
. anti-dilution provisions of the warrants, if any;
. redemption or call provisions, if any, applicable to the warrants;
. any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and
. any other information we think is important about the warrants.
Stock Warrants
The prospectus supplement relating to a particular issue of warrants to
issue common shares or serial preferred stock will describe the terms of the
common share warrants and serial preferred stock warrants, including the
following:
. the title of the warrants;
. the offering price for the warrants, if any;
. the aggregate number of the warrants;
. the designation and terms of the common shares or serial preferred
stock that may be purchased upon exercise of the warrants;
. if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;
. if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;
. the number of common shares or serial preferred stock that may be
purchased upon exercise of a warrant and the price at which the shares
may be purchased upon exercise;
. the dates on which the right to exercise the warrants commence and
expire;
. if applicable, the minimum or maximum amount of the warrants that may
be exercised at any one time;
. the currency or currency units in which the offering price, if any,
and the exercise price are payable;
. if applicable, a discussion of material United States federal income
tax considerations;
. anti-dilution provisions of the warrants, if any;
. redemption or call provisions, if any, applicable to the warrants;
27
. any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and
. any other information we think is important about the warrants.
Exercise of Warrants
Each warrant will entitle the holder of the warrant to purchase at the
exercise price set forth in the applicable prospectus supplement the principal
amount of debt securities or common shares or shares of serial preferred stock
being offered. Holders may exercise warrants at any time up to the close of
business on the expiration date set forth in the applicable prospectus
supplement. After the close of business on the expiration date, unexercised
warrants are void. Holders may exercise warrants as set forth in the prospectus
supplement relating to the warrants being offered.
Until a holder exercises the warrants to purchase our debt securities,
serial preferred stock or common shares, the holder will not have any rights as
a holder of our debt securities, serial preferred stock or common shares, as the
case may be, by virtue of ownership of warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of common shares or other securities at a future date or dates,
which we refer to in this prospectus as "stock purchase contracts." The price
per share of the securities and the number of shares of the securities may be
fixed at the time the stock purchase contracts are issued or may be determined
by reference to a specific formula set forth in the stock purchase contracts.
The stock purchase contracts may be issued separately or as part of units
consisting of a stock purchase contract and debt securities, preferred
securities, warrants or debt obligations of third parties, including United
States treasury securities, securing the holders' obligations to purchase the
securities under the stock purchase contracts, which we refer to herein as
"stock purchase units." The stock purchase contracts may require holders to
secure their obligations under the stock purchase contracts in a specified
manner. The stock purchase contracts also may require us to make periodic
payments to the holders of the stock purchase units or vice versa, and those
payments may be unsecured or refunded on some basis.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units,
which will be filed with the SEC each time we issue stock purchase contracts or
stock purchase units. United States federal income tax considerations applicable
to the stock purchase units and the stock purchase contracts will also be
discussed in the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States:
. through underwriters or dealers;
. directly to purchasers, including our affiliates and shareholders, in
a rights offering;
. through agents; or
. through a combination of any of these methods.
28
The prospectus supplement will include the following information:
. the terms of the offering;
. the names of any underwriters or agents;
. the name or names of any managing underwriter or underwriters;
. the purchase price or initial public offering price of the securities;
. the net proceeds from the sale of the securities;
. any delayed delivery arrangements;
. any underwriting discounts, commissions and other items constituting
underwriters' compensation;
. any discounts or concessions allowed or reallowed or paid to dealers;
and
. any commissions paid to agents.
Sale through Underwriters or Dealers
If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
Some or all of the securities that we offer though this prospectus may be
new issues of securities with no established trading market. Any underwriters to
whom we sell our securities for public offering and sale may make a market in
those securities, but they will not be obligated to do so and they may
discontinue any market making at any time without notice. Accordingly, we cannot
assure you of the liquidity of, or continued trading markets for, any securities
that we offer.
If dealers are used in the sale of securities, we will sell the securities
to them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
29
Direct Sales and Sales through Agents
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents
designated from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you otherwise in
the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any sales of these securities in the prospectus supplement.
Remarketing Arrangements
Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us or the trusts at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.
General Information
We may have agreements with the agents, dealers, underwriters and
remarketing firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute with respect to
payments that the agents, dealers, underwriters or remarketing firms may be
required to make. Agents, dealers, underwriters and remarketing firms may be
customers of, engage in transactions with or perform services for us in the
ordinary course of their businesses.
LEGAL MATTERS
Except as set forth in the applicable prospectus supplement, Jones, Day,
Reavis & Pogue, Cleveland, Ohio, will pass upon the validity of our debt
securities, common shares, serial preferred stock, depositary shares, warrants,
stock purchase contracts and stock purchase units.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended June 30, 2001
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
30
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses of the issuance and
distribution of the securities being registered, all of which are payable by
Parker.
Registration Fee............................................................. $ --
Accountant's fees and expenses............................................... 20,000
Trustee's fees and expenses.................................................. 10,000
Printing expenses............................................................ 30,000
Legal fees and expenses...................................................... 50,000
Miscellaneous................................................................ 25,000
---------
Total................................................................... $ 135,000
=========
All of the above items, except for the registration fee, are estimates.
Item 15. Indemnification of Directors and Officers.
Section VII of our regulations provides that we will indemnify, to the
full extent permitted or authorized by the Ohio Revised Code, as it may from
time to time be amended and including Section 1701.13(E), any person made party
or who is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a member of our
board of directors or an officer, employee or agent of ours, or is or was
serving at our request as a director, trustee, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided by our regulations is not exclusive of any other rights
to which any person seeking indemnification may be entitled under our articles
or our regulations, or any agreement, vote of shareholders or disinterested
directors, or otherwise. This extends to both his or her official actions and
his or her actions in another capacity while holding a position with us.
Further, coverage shall continue as to a person who has ceased to be our
director, trustee, officer or employee and shall inure to the benefit of his or
her heirs, executors and administrators.
Section 1701.13(E) of the Ohio Revised Code provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action
by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise,
against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or proceeding
by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
II-1
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in
which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only
as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with it
an attorney, who has been retained by or who has performed services for
the corporation or any person to be indemnified within the past five
years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person
II-2
shall have the right to petition the court of common pleas or the court in which
such action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1)
or (2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of
this division do not apply to the corporation and unless the only
liability asserted against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is pursuant to
section 1701.95 of the Revised Code, expenses, including attorney's fees,
incurred by a director in defending the action, suit, or proceeding shall
be paid by the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both
of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure
to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee, member, manager, or agent in defending any action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding, as
authorized by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee,
member, manager, or agent to repay such amount, if it ultimately is
determined that he is not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the articles, the regulations, any agreement, a vote of
shareholders or disinterested directors, or otherwise, both as to action in
their official capacities and as to action in another capacity while holding
their offices or positions, and shall continue as to a person who has ceased to
be a director, trustee, officer, employee, member, manager, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
this section. Insurance may be purchased from or maintained with a person in
which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses as
they are incurred, indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions
(E)(1) and (2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5), (6), or (7).
II-3
(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a constituent
entity, or is or was serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.
Parker carries directors' and officers' liability insurance that covers
certain liabilities and expenses of our directors and officers.
Item 16. Exhibits.
The following documents are exhibits to the Registration Statement.
Exhibit
Number Description
------- -----------
1** Form of Underwriting Agreement.
3(a) Amended Articles of Incorporation of the registrant -
incorporated herein by reference to Exhibit 3 to the Quarterly
Report on Form 10-Q of the registrant for the quarterly period
ended September 30, 1997.
3(b) Code of Regulations of the registrant, as amended -
incorporated herein by reference to Exhibit 3(b) to the Annual
Report on Form 10-K of the registrant for the fiscal year ended
June 30, 2001.
4(a) Rights Agreement, dated January 31, 1997, between the
registrant and KeyBank National Association, as amended by the
First Addendum to Shareholder Protection Rights Agreement,
dated April 21, 1997, between the registrant and Wachovia Bank
of North Carolina N.A., as successor to KeyBank, and the Second
Addendum to Shareholder Protection Rights Agreement, dated June
15, 1999, between the registrant and National City Bank, as
successor to Wachovia - incorporated herein by reference to
Exhibit 10(c) to the Annual Report on Form 10-K of the
registrant for the fiscal year ended June 30, 2000.
4(b) Indenture, dated May 3, 1996, between the registrant and
National City Bank, as Trustee - incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-3 of the
registrant (File No. 333-47955).
4(c)* Form of Senior Debt Indenture.
4(i)** Form of Senior Debt Securities.
4(j)* Form of Subordinated Debt Indenture.
4(k)** Form of Subordinated Debt Securities.
4(l)** Form of Warrant Agreement.
4(m)** Form of Warrant Certificate.
4(n)** Form of Depositary Agreement.
4(o)** Form of Depositary Receipt.
II-4
4(p)** Form of Stock Purchase Contract.
4(q)** Form of Stock Purchase Unit.
5* Opinion of Jones, Day, Reavis & Pogue.
12* Calculation of Ratio of Earnings to Fixed Charges.
23(a)* Consent of PricewaterhouseCoopers LLP, independent auditors.
23(b)* Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5 to
this Registration Statement).
24* Powers of Attorney (included on signature page to this
Registration Statement).
25(a) Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of National City Bank- incorporated herein by reference to
Exhibit 25.1 to the Registration Statement on Form S-3 of
registrant (File No. 333-47955).
25(b)*** Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Senior Debt Indenture.
25(c)*** Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Subordinated Debt Indenture.
______________________
* Filed herewith
** To be filed either by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, and incorporated herein by reference.
*** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 thereunder.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
II-5
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6. That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
7. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
8. The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act of 1939.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Cleveland, state of Ohio, on the 14th day of February
2002.
PARKER-HANNIFIN CORPORATION
By: /s/ Thomas A. Piraino, Jr.
----------------------------------------------
Thomas A. Piraino, Jr.
Vice President, General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Parker-Hannifin Corporation, an Ohio corporation, hereby
constitutes and appoints Donald E. Washkewicz, Michael J. Hiemstra, Thomas A.
Piraino, Jr., Timothy K. Pistell and Thomas C. Daniels, and each of them, as the
true and lawful attorney-in-fact or attorneys-in-fact, with full power of
substitution and resubstitution, for each of the undersigned and in the name,
place and stead of each of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 one or more
registration statement(s) on Form S-3 relating to the registration for sale of
the debt and/or equity securities of the Company, with any and all amendments,
supplements and exhibits thereto, including pre-effective and post-effective
amendments or supplements or any additional registration statement filed
pursuant to Rule 462 promulgated under the Securities Act, with full power and
authority to do and perform any and all acts and things whatsoever required,
necessary or desirable to be done in the premises, hereby ratifying and
approving the act of said attorneys and any of them and any such substitute.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.
Executed as of this 12th day of February 2002.
* /s/ Donald E. Washkewicz * /s/ Dennis W. Sullivan
-------------------------------------------- -------------------------
Donald E. Washkewicz Dennis W. Sullivan
Director, President and Chief Executive Officer Director
(Principal Executive Officer)
* /s/ Michael J. Hiemstra
----------------------------------------------------- ------------------------
Michael J. Hiemstra Duane E. Collins
Executive Vice President - Finance and Administration and Chairman of the Board
Chief Financial Officer
(Principal Financial Officer )
* /s/ Dana A. Dennis * /s/ Paul C. Ely, Jr.
-------------------------------------------- -----------------------
Dana A. Dennis Paul C. Ely, Jr.
Controller Director
(Principal Accounting Officer)
* /s/ John G. Breen * /s/ Peter W. Likins
-------------------------------------------- ------------------------
John G. Breen Peter W. Likins
Director Director
II-7
* /s/ William E. Kassling
----------------------------------------------------- ---------------------------
William E. Kassling Klaus-Peter Muller
Director Director
* /s/ Guilio Mazzalupi * /s/ Allan L. Rayfield
-------------------------------------------- -------------------------
Guilio Mazzalupi Allan L. Rayfield
Director Director
* /s/ Hector R. Ortino * /s/ Debra L. Starnes
-------------------------------------------- ------------------------
Hector R. Ortino Debra L. Starnes
Director Director
* /s/ Wolfgang R. Schmitt * /s/ Candy M. Obourn
-------------------------------------------- -----------------------
Wolfgang R. Schmitt Candy M. Obourn
Director Director
* The undersigned, by signing his name hereto, does hereby sign and execute
this Registration Statement pursuant to the Powers of Attorney executed
by the above-named officers and directors of the Registrant and which
have been filed with the Securities and Exchange Commission on behalf of
such officers and directors.
/s/ Thomas A. Piraino, Jr. February 14, 2002
------------------------------------
Thomas A. Piraino, Attorney-in-Fact
II-8
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
1** Form of Underwriting Agreement.
3(a) Amended Articles of Incorporation of the registrant -
incorporated herein by reference to Exhibit 3 to the Quarterly
Report on Form 10-Q of the registrant for the quarterly period
ended September 30, 1997.
3(b) Code of Regulations of the registrant, as amended -
incorporated herein by reference to Exhibit 3(b) to the Annual
Report on Form 10-K of the registrant for the fiscal year ended
June 30, 2001.
4(a) Rights Agreement, dated January 31, 1997, between the
registrant and KeyBank National Association, as amended by the
First Addendum to Shareholder Protection Rights Agreement,
dated April 21, 1997, between the registrant and Wachovia Bank
of North Carolina N.A., as successor to KeyBank, and the Second
Addendum to Shareholder Protection Rights Agreement, dated June
15, 1999, between the registrant and National City Bank, as
successor to Wachovia - incorporated herein by reference to
Exhibit 10(c) to the Annual Report on Form 10-K of the
registrant for the fiscal year ended June 30, 2000.
4(b) Indenture, dated May 3, 1996, between the registrant and
National City Bank, as Trustee - incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-3 of the
registrant (File No. 333-47955).
4(c)* Form of Senior Debt Indenture.
4(i)** Form of Senior Debt Securities.
4(j)* Form of Subordinated Debt Indenture.
4(k)** Form of Subordinated Debt Securities.
4(l)** Form of Warrant Agreement.
4(m)** Form of Warrant Certificate.
4(n)** Form of Depositary Agreement.
4(o)** Form of Depositary Receipt.
4(p)** Form of Stock Purchase Contract.
4(q)** Form of Stock Purchase Unit.
5* Opinion of Jones, Day, Reavis & Pogue.
12* Calculation of Ratio of Earnings to Fixed Charges.
23(a)* Consent of PricewaterhouseCoopers LLP, independent auditors.
23(b)* Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5 to
this Registration Statement).
24* Powers of Attorney (included on signature page to this
Registration Statement).
25(a) Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of National City Bank- incorporated herein by reference to
Exhibit 25.1 to the Registration Statement on Form S-3 of
Registrant (File No. 333-47955).
25(b)*** Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Senior Debt Indenture.
25(c)*** Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Trustee under Subordinated Debt Indenture.
__________________
* Filed herewith
** To be filed either by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, and incorporated herein by reference.
*** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 thereunder.