CLARCOR Inc. (NYSE:CLC) Files An 8-K Entry into a Material Definitive Agreement

CLARCOR Inc. (NYSE:CLC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On December 1, 2016, CLARCOR Inc. (CLARCOR), Parker-Hannifin
Corporation (Parker),and Parker Eagle Corporation, a wholly owned
subsidiary of Parker (Merger Sub), entered into an Agreement and
Plan of Merger (the Merger Agreement). to the terms of the Merger
Agreement and subject to the satisfaction or waiver of certain
conditions set forth in the Merger Agreement, Merger Sub will be
merged with and into CLARCOR (the Merger) effective as of the
effective time of the Merger (the Effective Time). As a result of
the Merger, Merger Sub will cease to exist, and CLARCOR will
survive as a wholly owned subsidiary of Parker.

to the terms of the Merger Agreement, at the Effective Time, each
share of CLARCORs common stock, par value $1.00 per share (the
CLARCOR Common Stock) (other than treasury stock and any shares
of CLARCOR Common Stock owned by CLARCOR, Parker, Merger Sub, any
of their wholly owned subsidiaries, or any person who properly
demands statutory appraisal of their shares) will be converted
into the right to receive an amount in cash equal to $83.00
without interest (the Per Share Merger Consideration).

to the Merger Agreement, subject to certain exceptions, each
option to purchase CLARCOR Common Stock outstanding as of the
Effective Time, whether vested or unvested, will be converted
into the right to receive a cash payment equal to the product of
(1) the total number of shares of CLARCOR Common Stock subject to
such option and (2) the amount by which the Per Share Merger
Consideration exceeds the exercise price per share, less any
applicable taxes. Subject to certain exceptions, as of the
Effective Time, all other Clarcor equity and equity-based awards,
subject to time-based or performance-based vesting conditions,
will vest and be converted into the right to receive the Per
Share Merger Consideration provided for under their terms in
effect immediately prior to the Effective Time.

The Board of Directors of CLARCOR unanimously declared it
advisable and in the best interests of CLARCOR and its
stockholders to enter into the Merger Agreement, approved the
execution, delivery and performance of the Merger Agreement by
CLARCOR and the consummation of the Merger and the other
transactions contemplated thereby, and, subject to the terms of
the Merger Agreement, resolved to recommend adoption of the
Merger Agreement by the stockholders of CLARCOR.

The consummation of the Merger is subject to customary closing
conditions, including, among others, (1) the approval of the
Merger by holders of a majority of the outstanding shares of
CLARCOR Common Stock, (2) the absence of any law prohibiting, or
any order, injunction or certain other legal impediments
restraining, enjoining or otherwise prohibiting, the consummation
of the Merger, (3) the receipt of specified required regulatory
approvals in agreed jurisdictions, including the early
termination or expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(4) subject to certain materiality and other qualifications, the
accuracy of representations and warranties made by CLARCOR and
Parker, respectively, (5) the performance in all material
respects by CLARCOR and Parker, respectively, of its obligations
under the Merger Agreement, and (6) in the case of Parkers
obligations to complete the Merger, the absence of any Company
Material Adverse Effect (as defined in the Merger Agreement)
since the date of the Merger Agreement. The Merger is not
conditioned upon Parkers receipt of financing.

CLARCOR has made various representations and warranties in the
Merger Agreement, and has agreed to customary covenants in the
Merger Agreement, including, among others, covenants by CLARCOR
(1) to use reasonable best efforts to conduct its business in the
ordinary course during the interim period between the execution
of the Merger Agreement and the consummation of the Merger, (2)
not to engage in certain actions or transactions during this
period without the consent of Parker (not to be unreasonably
withheld, conditioned or delayed), and (3) to cause a
stockholders meeting to be held to consider adoption of the
Merger Agreement.

The Merger Agreement contains customary non-solicitation
restrictions prohibiting CLARCOR and CLARCORs subsidiaries and
representatives from soliciting alternative acquisition proposals
from third parties or providing nonpublic information to, or
participating in discussions or negotiations with, third parties
regarding alternative acquisition proposals, subject to customary
exceptions related to proposals received by CLARCOR that
constitute, or could be reasonably expected to lead to, a
Superior Proposal (as defined in the Merger Agreement).

The Merger Agreement contains certain termination rights,
including that either CLARCOR or Parker may terminate the Merger
Agreement if (1) the Merger is not completed on or prior to
December 1, 2017, subject to extension for an additional
three-month period for the purpose of obtaining regulatory
clearances, (2) a governmental entity of competent jurisdiction
has issued an order or taken any other action permanently
restraining, enjoining or otherwise prohibiting the Merger and
such order or other action shall have become final and
non-appealable (subject to certain limitations set forth in the
Merger Agreement), or (3) the Merger Agreement is not approved by
the stockholders of CLARCOR at its stockholders meeting.The
Merger Agreement also provides that, upon termination of the
Merger Agreement in specified circumstances, CLARCOR must pay
Parker a termination fee of $113,000,000. Such specified
circumstances include, among others, termination of the Merger
Agreement by CLARCOR in order to enter into an agreement
providing for a Superior Proposal, termination by Parker for a
change of recommendation of the CLARCOR Board of Directors and
CLARCORS willful and material breach (as defined in the Merger
Agreement) of certain of its covenants relating to soliciting
acquisition proposals, mailing its proxy statement and calling
and holding a special meeting of its stockholders.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be and is
not complete and is subject to and qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and the terms of which
are incorporated herein by reference.

A copy of the Merger Agreement has been included to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual
information about CLARCOR or Parker or their respective
businesses. The representations, warranties and covenants
contained in the Merger Agreement have been made solely for the
purposes of the Merger Agreement and as of the specific dates
therein, were solely for the benefit of parties to the Merger
Agreement, may be subject to limitations agreed upon by the
contracting parties,

including being qualified by confidential disclosures made for
the purposes of allocating contractual risk between the parties
to the Merger Agreement instead of establishing these matters as
facts, as well as by information contained in each of Parkers
Annual Report on Form 10-K for the fiscal year ended June 30,
2016 and Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2016 and CLARCORs Annual Report on Form 10-K
for the fiscal year ended November 28, 2015 and Quarterly Reports
on Form 10-Q for the fiscal quarters ended February 27, 2016, May
28, 2016 and August 27, 2016, as well as other reports CLARCOR
and Parker file with the Securities and Exchange Commission (the
SEC) and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to
stockholders. Investors and security holders are not third-party
beneficiaries under the Merger Agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in CLARCORs public
disclosures.

Item8.01.

Other Events.

On December 1, 2016, CLARCOR and Parker issued a joint press
release announcing the execution of the Merger Agreement. A copy
of the joint press release is attached as Exhibit 99.1 and is
incorporated herein by reference.

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 investor@CLARCOR.com.

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 September 26, 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 June 30, 2016 as filed with the SEC on August 26, 2016.
Information concerning CLARCORs directors and executive officers
is set forth in the proxy statement, filed February 19, 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 November 28, 2015 as filed with the SEC on
January 22, 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 June 30, 2016 filed on August
26, 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 November 28, 2015 filed on
January 22, 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.

Item9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of December 1, 2016, by and among CLARCOR, Parker and Merger Sub
99.1		Joint Press Release, dated as of December 1, 2016

*	Schedules have been omitted to Item 601(b)(2) of Regulation S-K. CLARCOR hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: December 1, 2016

Exhibit Index

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of December 1, 2016, by and among CLARCOR, Parker and Merger Sub.
99.1		Joint Press Release, dated as of December 1, 2016

*	Schedules have been omitted

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 +0.53 at 70.45 with 232,160 shares trading hands.