CLARCOR Inc. (NYSE:CLC) Files An 8-K Regulation FD Disclosure

Item7.01.

The information set forth in Item 8.01 below is incorporated
herein by reference.

to Section 5.1(b)(ii) of the Agreement and Plan of Merger dated
as of December 1, 2016 by and among Parker-Hannifin Corporation
(Parker), Parker Eagle Corporation and CLARCOR Inc. (CLARCOR), as
filed with the Securities and Exchange Commission (SEC) on
December 1, 2016 (the Merger Agreement), CLARCOR has the right to
continue to pay its regular quarterly dividend of up to $0.25 per
share of common stock until the consummation of the transaction.
Subject to and conditioned upon the determination by CLARCORs
Board of Directors in each instance that the payment of such
dividend is recommended, advisable and in the best interest of
shareholders, CLARCOR presently anticipates paying a quarterly
dividend of $0.25 per share of common stock in keeping with its
historical practice.

Additional Information and Where to Find It

In connection with the proposed transaction, CLARCOR intends to
file a preliminary proxy statement on Schedule 14A with the SEC.
CLARCORS SHAREHOLDERS ARE ENCOURAGED TO READ THE
PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. The final proxy statement
will be mailed to shareholders of CLARCOR. Investors and security
holders will be able to obtain the documents free of charge at
the SECs website, www.sec.gov, or from CLARCORs website at
www.CLARCOR.com under the heading Investor Information or by
emailing CLARCOR at [email protected].

Participants in Solicitation

Parker, CLARCOR and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information concerning Parkers
directors and executive officers is set forth in the proxy
statement, filed September26, 2016, for Parkers 2016 annual
meeting of shareholders as filed with the SEC on Schedule 14A and
in its most recent Annual Report on Form 10-K for the fiscal year
ended June30, 2016 as filed with the SEC on August26, 2016.
Information concerning CLARCORs directors and executive officers
is set forth in the proxy statement, filed February19, 2016, for
CLARCORs 2016 annual meeting of shareholders as filed with the
SEC on Schedule 14A and in its most recent Annual Report on Form
10-K for the fiscal year ended November28, 2015 as filed with the
SEC on January22, 2016. Additional information regarding the
interests of such participants in the solicitation of proxies in
respect of the proposed merger will be included in the proxy
statement and other relevant materials to be filed with the SEC
when they become available.

Cautionary Statement Regarding Forward-Looking
Statements

Forward-looking statements contained in this and other written
and oral reports are made based on known events and circumstances
at the time of release, and as such, are subject in the future to
unforeseen uncertainties and risks. These statements may be
identified from use of forward-looking terminology such as
anticipates, believes, may, should, could, potential, continues,
plans,

forecasts, estimates, projects, predicts, would, intends,
anticipates, expects, targets, is likely, will, or the negative
of these terms and similar expressions, and include all
statements regarding future performance, earnings projections,
events or developments. CLARCOR and Parker caution readers not to
place undue reliance on these statements. The risks and
uncertainties in connection with such forward-looking statements
related to the proposed transaction include, but are not limited
to, the occurrence of any event, change or other circumstances
that could delay the closing of the proposed transaction; the
possibility of non-consummation of the proposed transaction and
termination of the merger agreement; the failure to obtain
CLARCOR stockholder approval of the proposed transaction or to
satisfy any of the other conditions to the merger agreement; the
possibility that a governmental entity may prohibit, delay or
refuse to grant a necessary regulatory approval in connection
with the proposed transaction; the risk that stockholder
litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification and liability;
adverse effects on CLARCORs common stock or Parkers common stock
because of the failure to complete the proposed transaction;
CLARCORs or Parkers respective businesses experiencing
disruptions due to transaction-related uncertainty or other
factors making it more difficult to maintain relationships with
employees, business partners or governmental entities; the
parties being unable to successfully implement integration
strategies; and significant transaction costs related to the
proposed transaction.

It is possible that the future performance and earnings
projections of Parker and/or CLARCOR, including projections of
any individual segments, may differ materially from current
expectations, depending on economic conditions within each
companys key markets, and each companys ability to maintain and
achieve anticipated benefits associated with announced
realignment activities, strategic initiatives to improve
operating margins, actions taken to combat the effects of the
current economic environment, and growth, innovation and global
diversification initiatives. A change in the economic conditions
in individual markets may have a particularly volatile effect on
segment performance. Among other factors which may affect future
performance of Parker and/or CLARCOR are, as applicable: changes
in business relationships with and purchases by or from major
customers, suppliers or distributors, including delays or
cancellations in shipments; CLARCORs potential inability to
realize the anticipated benefits of the strategic supply
partnership with GE; disputes regarding contract terms or
significant changes in financial condition, changes in contract
cost and revenue estimates for new development programs and
changes in product mix; ability to identify acceptable strategic
acquisition targets; uncertainties surrounding timing, successful
completion or integration of acquisitions and similar
transactions; the ability to successfully divest businesses
planned for divestiture and realize the anticipated benefits of
such divestitures; the determination to undertake business
realignment activities and the expected costs thereof and, if
undertaken, the ability to complete such activities and realize
the anticipated cost savings from such activities; ability to
implement successfully capital allocation initiatives, including
timing, price and execution of share repurchases; availability,
limitations or cost increases of raw materials, component
products and/or commodities that cannot be recovered in product
pricing; ability to manage costs related to insurance and
employee retirement and health care benefits; compliance costs
associated with environmental laws and regulations; potential
labor disruptions; threats associated with and efforts to combat
terrorism and cyber-security risks; uncertainties surrounding the
ultimate resolution of outstanding legal proceedings, including
the outcome of any appeals; competitive market conditions and
resulting effects on sales and pricing; and global economic
factors, including manufacturing activity, air travel trends,
currency exchange rates, difficulties entering new markets and
general economic conditions such as inflation, deflation,
interest rates and credit availability. Additional information
about the risks related to Parker and its business may be found
in Parkers Annual Report on Form 10-K for the fiscal year ended
June30, 2016 filed on August26, 2016. Additional information
about the risks related to CLARCOR and its business may be found
in CLARCORs Annual Report on Form 10-K for the fiscal year ended
November28, 2015 filed on January22, 2016. Parker and/or CLARCOR
make these statements as of the date of this disclosure, and
undertake no obligation to update them unless otherwise required
by law.

About CLARCOR Inc. (NYSE:CLC)

CLARCOR Inc. provides filtration products, filtration systems and services, and consumer and industrial packaging products. The Company’s segments include Engine/Mobile Filtration and Industrial/Environmental Filtration. Its Engine/Mobile Filtration segment manufactures and sells filtration products for on-road and off-road mobile and stationary applications, including trucks, agricultural machinery, transit buses, locomotives, and other industrial and specialty applications. The Engine/Mobile Filtration segment’s products include first-fit filtration systems and replacement products, such as oil, air, fuel, coolant, transmission and hydraulic filters. The Company’s Industrial/Environmental Filtration segment manufactures and sells filtration products used in industrial and commercial processes, and in buildings and infrastructures of various types. The Industrial/Environmental Filtration segment’s products include liquid process, natural gas and air filtration products and systems.

CLARCOR Inc. (NYSE:CLC) Recent Trading Information

CLARCOR Inc. (NYSE:CLC) closed its last trading session up +12.13 at 82.58 with 232,160 shares trading hands.