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

Item1.02.

On February28, 2017, Parker-Hannifin Corporation (Parker)
completed its previously announced acquisition of CLARCOR Inc.
(Clarcor). to the terms of the Agreement and Plan of Merger (the
Merger Agreement), dated as of December1, 2016, among Parker,
Parker Eagle Corporation, a wholly owned subsidiary of Parker
(Merger Sub), and Clarcor, Merger Sub merged with and into
Clarcor (the Merger), with Clarcor surviving the merger as a
wholly owned subsidiary of Parker.

On February28, 2017, in connection with the completion of the
Merger, Clarcor terminated the Amended and Restated Credit
Agreement, dated as of November2, 2015, by and among Clarcor,
CLARCOR EM Holdings, Inc., CLARCOR Engine Mobile Solutions, LLC,
the lenders party thereto and Bank of America, N.A., as
administrative agent, as swing line lender and as a letter of
credit issuer (the Credit Agreement). No material early
termination penalties were incurred by Clarcor in connection with
the termination of the Credit Agreement.

On February28, 2017, to the terms of the Merger Agreement, Parker
completed its acquisition of Clarcor through the Merger. At the
effective time of the Merger (the Effective Time), each share of
Clarcor common stock issued and outstanding immediately prior to
the Effective Time (other than dissenting shares and shares held
by Parker, Merger Sub or Clarcor or any of their respective
wholly owned subsidiaries) was converted into the right to
receive $83.00 in cash, without interest (the Per Share Merger
Consideration).

In addition, at the Effective Time, subject to certain
exceptions, each option to purchase Clarcor common stock
outstanding, whether vested or unvested, was 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 exceeded 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,
were converted into the right to receive the Per Share Merger
Consideration provided for under their terms in effect
immediately prior to the Effective Time plus any accrued cash
dividend equivalents.

A copy of the Merger Agreement was filed as Exhibit 2.1 to the
Form 8-K filed by Clarcor with the Securities and Exchange
Commission (the SEC) on December1, 2016 and is incorporated
herein by reference. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the Merger
Agreement.

As a result of the Merger, all of the issued and outstanding
stock of Clarcor is currently owned by Parker. In connection with
the closing of the Merger, Clarcor notified the New York Stock
Exchange (the NYSE) on February28, 2017 that each of its shares
of common stock (other than dissenting shares and shares held by
Parker, Merger Sub or Clarcor or any of their

respective wholly owned subsidiaries, which were canceled) issued
and outstanding immediately prior to the Effective Time was
converted into the right to receive the Per Share Merger
Consideration. On February28, 2017, the NYSE filed with the SEC a
Notification of Removal from Listing and/or Registration under
Section12(b) of the Securities Exchange Act of 1934 (as amended,
the Exchange Act) on Form 25 to delist Clarcor common stock.
Additionally, Clarcor intends to file with the SEC a
certification on Form 15 under the Exchange Act requesting that
Clarcors reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.

The information set forth under Items 2.01, 3.01 and 5.03 of this
Current Report on Form 8-K is incorporated herein by reference.

A change in control of Clarcor occurred on February28, 2017 when,
to the terms of the Merger Agreement, Merger Sub merged with and
into Clarcor, with Clarcor surviving the Merger. In the Merger,
each share of Clarcor common stock (other than dissenting shares
and shares held by Parker, Merger Sub or Clarcor or any of their
respective wholly owned subsidiaries, which were canceled) issued
and outstanding immediately prior to the Effective Time was
converted into the right to receive the Per Share Merger
Consideration. As a result of the Merger, Clarcor became an
indirect wholly owned subsidiary of Parker.

Parker paid $4.3 billion in the aggregate as consideration for
the Merger. Parker used (i)the net proceeds from its private
offering of senior notes, (ii)borrowings under its existing term
loan agreement, (iii)borrowings under its existing revolving
credit facility and/ or commercial paper program, and (iv)cash on
hand to finance the Merger.

to the Merger Agreement, effective as of the Effective Time, each
of James W. Bradford, Jr., Robert J. Burgstahler, Wesley M.
Clark, Christopher L. Conway, Nelda J. Connors, Paul Donovan,
Mark A. Emkes, Thomas W. Giacomini, Robert H. Jenkins, Philip R.
Lochner, Jr. and James L. Packard ceased to be directors of
Clarcor. Additionally, each of Christopher L. Conway, David J.
Fallon, Richard M. Wolfson, David J. Lindsay, Keith A. White, and
Jacob Thomas ceased to be executive officers of Clarcor.

to the Merger Agreement, at the Effective Time, Thomas L.
Williams, Joseph R. Leonti and Catherine A. Suever became the
directors of Clarcor. Additionally, Thomas L. Williams became the
President and Chief Executive Officer, Catherine A. Suever became
the Chief Financial Officer and Treasurer, and Joseph R. Leonti
became the Secretary of Clarcor.

to the Merger Agreement, at the Effective Time, the certificate
of incorporation of Clarcor was amended in its entirety. The
Certificate of Incorporation of Clarcor is filed as Exhibit 3.1
hereto and incorporated by reference herein.

(d) Exhibits.

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 at 0.0000 with 867,760 shares trading hands.