<PAGE> 1
Audited Financial Statements
COMMERCIAL INTERTECH RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN
December 31, 1993 and 1992
<PAGE> 2
Securities and Exchange Commission
Washington, D. C. 20549
FORM 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File No. 1-10697
COMMERCIAL INTERTECH RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN
COMMERCIAL INTERTECH CORP.
1775 Logan Avenue
Youngstown, Ohio 44501
<PAGE> 3
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Audited Financial Statements
December 31, 1993 and 1992
CONTENTS
REQUIRED INFORMATION
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS PROVIDED
Statements of Net Assets Available for Plan Benefits . . . . . . . . . 2
Statement of Changes in Net Assets Available for Plan Benefits . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 4
SCHEDULES
Item 27(a)--Schedule of Assets Held for Investment Purposes . . . . 13
Item 27(d)--Schedule of Reportable Transactions . . . . . . . . . . 14
EXHIBITS
Exhibit 23--Consent of Independent Auditors . . . . . . . . . . . . 15
<PAGE> 4
Report of Independent Auditors
Administrative Committee
Commercial Intertech Retirement Stock
Ownership and Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Commercial Intertech Retirement Stock Ownership and Savings
Plan (the "Plan") as of December 31, 1993 and 1992, and the related statement
of changes in net assets available for plan benefits for the year ended
December 31, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at December 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental Schedule of Assets
Held for Investment Purposes as of December 31, 1993, and Schedule of
Reportable Transactions for the year ended December 31, 1993, are presented for
purposes of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements. The
supplemental schedules have been subjected to the auditing procedures applied
in our audit of the 1993 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the 1993 financial statements
taken as a whole.
Ernst & Young
Cleveland, Ohio
June 3, 1994
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<PAGE> 5
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------------
ALLOCATED UNALLOCATED TOTAL
-----------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 105 $ 2,079 $ 2,184
Interest receivable 35,431 177 35,608
Employer contributions receivable 483,911 483,911
Employee contributions receivable 260,562 260,562
Participant loans receivable 442,522 442,522
Other receivables 792 792
------------------------------------------------
1,223,323 2,256 1,225,579
Investments:
Interest in a registered investment company (Fidelity
Management Trust Company) 5,925,187 5,925,187
Unallocated insurance contracts (CIGNA guaranteed
account) 10,684,684 10,684,684
Commercial Intertech Corp. Series B preferred stock 2,672,927 11,472,131 14,145,058
Commercial Intertech Corp. common stock 3,717,098 3,717,098
------------------------------------------------
22,999,896 11,472,131 34,472,027
LIABILITIES
Distributions payable 120,502 120,502
Loan payable
Notes payable 12,814,721 12,814,721
Other liabilities 793 5 798
------------------------------------------------
121,295 12,814,726 12,936,021
------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $24,101,924 $(1,340,339) $22,761,585
================================================
DECEMBER 31, 1992
--------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
--------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 92,470 $ 1,491 $ 93,961
Interest receivable 2,545 128 2,673
Employer contributions receivable 314,048 314,048
Employee contributions receivable 211,187 211,187
Participant loans receivable 371,424 371,424
Other receivables 1,150 1,150
--------------------------------------------------
992,824 1,619 994,443
Investments:
Interest in a registered investment company (Fidelity
Management Trust Company) 3,820,400 3,820,400
Unallocated insurance contracts (CIGNA guaranteed
account) 9,636,415 9,636,415
Commercial Intertech Corp. Series B preferred stock 2,074,673 12,122,225 14,196,898
Commercial Intertech Corp. common stock 3,138,724 3,138,724
--------------------------------------------------
18,670,212 12,122,225 30,792,437
LIABILITIES
Distributions payable 455,397 455,397
Loan payable 13,240,995 13,240,995
Notes payable
Other liabilities 22,207 4 22,211
--------------------------------------------------
477,604 13,240,999 13,718,603
--------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $19,185,432 $(1,117,155) $18,068,277
==================================================
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 6
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Statement of Changes in Net Assets
Available for Plan Benefits
For the Year Ended December 31, 1993
<CAPTION>
ALLOCATED UNALLOCATED TOTAL
-------------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Employer contributions $ 70,561 $ 70,561
Employee contributions $ 3,017,916 3,017,916
Employer non-cash contributions 483,911 483,911
Interest income 677,334 9,117 686,451
Dividend income 298,371 1,030,389 1,328,760
Dividend transfers 173,043 173,043
Other 6,153 6,153
Allocation of Commercial Intertech Corp.
Series B preferred stock 650,093 650,093
-------------------------------------------------
5,133,778 1,283,110 6,416,888
DEDUCTIONS
Interest expense 810,214 810,214
Distributions 665,881 665,881
Dividend transfers 173,043 173,043
Other expense 5 45,987 45,992
Allocation of Commercial Intertech Corp.
Series B preferred stock 650,093 650,093
-------------------------------------------------
838,929 1,506,294 2,345,223
Net realized and unrealized appreciation in
aggregate current value of investments 621,643 621,643
-------------------------------------------------
NET ADDITIONS (DEDUCTIONS) 4,916,492 (223,184) 4,693,308
Net assets available (deficient) for plan
benefits at beginning of year 19,185,432 (1,117,155) 18,068,277
-------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN
BENEFITS AT END OF YEAR $24,101,924 $(1,340,339) $22,761,585
=================================================
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 7
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements
Year ended December 31, 1993
A. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounting records of the Commercial Intertech Retirement Stock Ownership
and Savings Plan (the "Plan") are maintained on the accrual basis.
VALUATION OF INVESTMENTS
Investments consisting of Commercial Intertech Corp. (the "Company") common
shares (Commercial Intertech Common Stock Fund) are carried at the closing
market price on the last business day of the year. Investments consisting of
Convertible Series B Preferred Stock ("Preferred Shares") are valued by an
independent appraiser. Currently, the independent appraiser uses the greater
of .823 of the price of Company common stock as of the last business day of the
year or $23.25, the price guaranteed to the Plan participants by the Company.
Investments in unallocated insurance contracts (Guaranteed Account) are valued
at contract value as estimated by Connecticut General Life Insurance Company.
Investments in registered investment company funds (Fidelity Intermediate Bond
Fund, Fidelity Balanced Fund, Fidelity U.S. Equity Index Fund, and Fidelity
Growth Company Fund) are carried at the value of their underlying assets as
determined by Fidelity Management Trust Company.
B. DESCRIPTION OF THE PLAN
The Plan consists of a pre-tax savings program, a post-tax savings program and
a leveraged matching employee stock ownership plan. All employees of
designated subsidiaries, with at least one year of service, are eligible to
participate in the Plan. The Plan is subject to the applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
leveraged matching employee stock ownership features of the Plan are designed
to comply with Section 4975(e)(7) and the regulations thereunder of the
Internal Revenue Code of 1986, as amended, (the "Code").
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<PAGE> 8
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Under the pre-tax program, participants may elect to contribute up to 15% of
their compensation, on a tax-deferred basis, to the Plan. Under the post-tax
program, participants may elect to contribute up to an additional 10% of their
compensation. These contributions are made with after-tax dollars and do not
receive Company matching contributions. Employee contributions are recognized
as income by the Plan as they are earned by the participants. A 50% Company
matching contribution, made in Preferred Shares, is applied to the first 6% of
a participant's tax-deferred contribution, not to exceed $1,350 per year.
The Plan provides for separate investment options in one or more funds as
directed by the participants. Participants may change investment options once
every two months. At December 31, 1993, 1,158 individuals participated in the
Guaranteed Account (1,129--1992), 1,129 individuals participated in the
Commercial Intertech Common Stock Account Fund (1,149--1992), 371 individuals
participated in the Fidelity Intermediate Bond Fund (340 in 1992), 485
individuals participated in the Fidelity Balanced Fund (416 in 1992), 335
individuals participated in the Fidelity U.S. Equity Index Fund (307 in 1992),
and 548 individuals participated in the Fidelity Growth Company Fund (494 in
1992).
All investment account dollars that result from employee contributions and
related investment results are immediately vested.
Company matching contributions and related investment results vest according
to the following schedule:
Years of Vesting Service % Vested
------------------------ --------
Less than 1 year 0%
1 year 20
2 years 40
3 years 60
4 years 80
5 years 100
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<PAGE> 9
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Participants become fully vested in Company matching contributions upon
attainment of their normal retirement date, or upon their death or disability.
If the participant's employment with the Company terminates for other reasons,
his or her account will be closed. The vested portion of his or her account is
distributed to the participant and the non-vested portion will be treated as a
forfeiture and applied as a matching contribution if the employee experiences a
break in service greater than five years. Non-vested assets allocated to the
accounts of terminated employees amounted to $11,329 at December 31, 1993.
The Plan also provides for withdrawal in cases of financial hardship, upon
attainment of age 59-1/2, and of the post-tax savings contributions.
Participating employees may borrow up to 50% of their vested account balance.
The amount borrowed is repaid to the participant's account via payroll
deductions and carries an interest charge at the market rate of interest.
The Plan purchased the Preferred Shares, which are held in a trust established
under the Plan, in 1990 using the proceeds of a $14.3 million borrowing
guaranteed by the Company. In June 1993, the loan was refinanced through the
placement of 7.08% Senior Notes (the "Notes"), totaling $13,240,994, with two
insurance company lenders. The Notes, which are guaranteed by the Company,
provide for repayment through 2009. Scheduled payments of principal under this
agreement at December 31, 1993 are as follows:
1994 $ 456,453
1995 488,770
1996 523,375
1997 560,430
1998 600,108
Thereafter 10,185,585
The variable interest rate on the loan ranged from 5.00% to 5.25% during 1993.
Interest on the Notes is based on a 7.08% fixed rate.
As the Plan makes each payment of principal, an appropriate number of Preferred
Shares are allocated to eligible employees' accounts in accordance with
matching provisions noted above.
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<PAGE> 10
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
Each year dividends on the Preferred Shares and Company contributions to the
Plan will be used to repay the Notes.
The Notes are collateralized by the unallocated Preferred Shares and are
guaranteed by the Company. The Bank has no rights against the shares once they
are allocated under the Plan. Accordingly, the financial statements of the
Plan present separately the assets and liabilities and changes therein
pertaining to:
a. The accounts of employees with vested rights in allocated stock
(Allocated) and
b. Stock not yet allocated to employees (Unallocated).
Preferred Shares distributed to participants are converted to Company common
stock based upon a predetermined Plan formula. Benefits payable to
participants represent the fair value of vested common stock and cash in
terminated participants' accounts, after conversion of Preferred Shares in
accordance with the Plan agreement.
Each participant is entitled to exercise voting rights attributable to the
shares allocated to his or her account as well as any Preferred Shares deemed
allocated to his or her account and is notified prior to the time that such
rights are to be exercised.
The Plan is administered by the Administrative Committee (the "Committee")
appointed by the Company's Board of Directors. The trust department of Mellon
Bank, N.A., an independent third-party bank, is the Plan's trustee. The
Company has the sole right to appoint the trustee, and to terminate the Plan,
subject to the provisions of ERISA. The Company pays all significant
administrative expenses.
Upon termination of the Plan, amounts credited to each participant's account
shall be 100% vested and nonforfeitable. Additionally, the interest of each
participant in the trust fund will be distributed to such participant or his or
her beneficiary at the time prescribed by the Plan terms and the Code.
The foregoing description of the Plan provides only general information.
Additional information about the Plan agreement, allocation of Preferred
Shares, forfeitures and distributions from the Plan may be obtained from the
Committee.
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<PAGE> 11
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
<TABLE>
C. STATEMENTS OF CHANGES IN ASSETS OF PARTICIPANT DIRECTED FUNDS
The amount of assets invested in each participant directed fund at the
beginning and end of the Plans' year and changes in assets in each fund during
the year were as follows:
<CAPTION>
FUND ASSETS FUND ASSETS
AVAILABLE AVAILABLE
DECEMBER 31, NET DECEMBER 31,
1992 ADDITIONS 1993
------------------------------------------------
<S> <C> <C> <C>
PARTICIPANT DIRECTED ACCOUNTS
CIGNA Guaranteed Account $9,636,415 $1,048,269 $10,684,684
Fidelity Intermediate Bond Fund 849,446 232,982 1,082,428
Fidelity Balanced Fund 831,355 704,119 1,535,474
Fidelity U.S. Equity Index Fund 615,401 234,490 849,891
Fidelity Growth Company Fund 1,524,198 933,196 2,457,394
Commercial Intertech Common Stock Fund 2,927,289 257,501 3,184,790
</TABLE>
D. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code and is, therefore, not subject to tax under
present income tax laws. The Plan is amended periodically to conform with
current income tax laws. The Committee is not aware of any action or event
that has occurred that might affect the Plan's qualified status.
E. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan purchased shares of common stock of the Company for $519,664 and sold
shares of common stock of the Company for $102,630 during the year ended
December 31, 1993.
The Plan received dividends on common stock of the Company of $125,328 and
dividends on Preferred Shares of the Company of $1,203,432 during the year
ended December 31, 1993.
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<PAGE> 12
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
E. TRANSACTIONS WITH PARTIES-IN-INTEREST--CONTINUED
At December 31, 1993 and 1992, the Plan had a noncash contribution receivable
from the Company of 24,817 shares and 16,105 shares, respectively, of Company
common stock with a market value of $483,911 and $314,048, respectively.
F. INVESTMENTS
The Plan's investments consist of common and Preferred Shares of the Company,
interests in a registered investment company (Fidelity Trust Management
Company), unallocated insurance contracts (CIGNA Guaranteed Account), and
amounts in a temporary investment fund as follows:
<TABLE>
<CAPTION>
Identity of Issuer Description of Current
or Similar Party Investment Cost Value
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1993
*Commercial Intertech Corp. 190,619 Common Shares,
$1.00 Par Value **$ 3,614,649 **$ 3,717,098
*Commercial Intertech Corp. 114,965 Convertible Series B
Preferred Shares-Allocated ** 2,672,927 ** 2,672,927
*Commercial Intertech Corp. 493,425 Convertible Series B
Preferred Shares-
Unallocated ** 11,472,131 ** 11,472,131
Connecticut General Life
Insurance Company Guaranteed Account ** 10,684,684 ** 10,684,684
Fidelity Trust Mgt. Co. Intermediate Bond Fund ** 1,050,788 ** 1,082,428
Fidelity Trust Mgt. Co. Balanced Fund ** 1,475,612 ** 1,535,474
Fidelity Trust Mgt. Co. U.S. Equity Index Fund 785,719 849,891
Fidelity Trust Mgt. Co. Growth Company Fund ** 2,379,575 ** 2,457,394
Mellon Bank, N.A. Temporary Investment Fund 2,184 2,184
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</TABLE>
<PAGE> 13
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
F. INVESTMENTS--CONTINUED
<CAPTION>
Identity of Issuer Description of Current
or Similar Party Investment Cost Value
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1992
*Commercial Intertech Corp. 160,960 Common Shares,
$1.00 Par Value **$ 3,004,628 **$ 3,138,724
*Commercial Intertech Corp. 89,233 Convertible Series B
Preferred Shares Allocated ** 2,074,673 ** 2,074,673
*Commercial Intertech Corp. 521,386 Convertible Series B
Preferred Shares--
Unallocated ** 12,122,225 ** 12,122,225
Connecticut General Life
Insurance Company Guaranteed Account ** 9,636,415 ** 9,636,415
Fidelity Trust Mgt. Co. Intermediate Bond Fund 843,801 849,446
Fidelity Trust Mgt. Co. Balanced Fund 837,828 831,355
Fidelity Trust Mgt. Co. U.S. Equity Index Fund 582,085 615,401
Fidelity Trust Mgt. Co. Growth Company Fund ** 1,487,812 ** 1,524,198
Mellon Bank, N.A. Temporary Investment Fund 93,961 93,961
<FN>
* Party-in-interest
** Investment representing five percent or more of the Plan's net assets available for benefits.
</TABLE>
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<PAGE> 14
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
F. INVESTMENTS--CONTINUED
The net appreciation (depreciation) (including investments bought, sold and
held during the year) for each significant class of investment for the year
ended December 31, 1993 is as follows:
<TABLE>
<S> <C>
Fair value determined by closing market price:
Commercial Intertech Corp. Common Stock $(31,647)
Fidelity Intermediate Bond Fund 25,995
Fidelity Balanced Fund 66,335
Fidelity U.S. Equity Index Fund 30,856
Fidelity Growth Company Fund 41,433
Fair value determined by insurance company or
independent appraiser:
Series B Preferred Stock 0
Guaranteed Account 0
--------
$132,972
========
</TABLE>
The Company's common stock is publicly traded on the New York Stock Exchange
(ending per share price at December 31, 1993 was $19.50). The Company's
Preferred Shares are not registered or publicly traded. Each Preferred Share
is convertible into .823 of a share of common stock at any time subject to
anti-dilution adjustments. Annual dividends on the Preferred Shares are
$1.97625 per share. The Preferred Shares are callable by the Company effective
January 1, 1995 and thereafter (at the following prices) and under certain
other conditions specified in the Plan.
<TABLE>
<CAPTION>
Call Date Call Price
--------- ----------
<S> <C>
January 1, 1995 $24.23
January 1, 1996 24.03
January 1, 1997 23.83
January 1, 1998 23.63
January 1, 1999 23.44
January 1, 2000 and thereafter 23.25
</TABLE>
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<PAGE> 15
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
G. EMPLOYER CONTRIBUTIONS
The Company is obligated to make contributions in cash to the Plan which, when
aggregated with the Plan's dividends on Preferred Shares and interest earnings,
equal the amount necessary to enable the Plan to make its regularly scheduled
payments of principal and interest due on its Notes. This contribution enables
the Plan to allocate an appropriate number of Preferred Shares to participants
(see Note B). Should the value of Preferred Shares allocated be less than the
required matching contribution, the Company will make additional contributions
to the Plan in the form of common stock or cash. Should the value of Preferred
Shares allocated be more than the required matching contributions, any excess
value of Preferred Shares released over the required amount will be allocated
proportionately to each participant's account in the Plan based upon the ratio
of the participant's current Company matching contribution to the Plan for the
plan year to the aggregate Company matching contributions to the Plan for all
participants for the Plan year.
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<PAGE> 16
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Identity of Issue Description of Current
or Similar Party Investment Cost Value
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mellon Bank, N.A. Temporary Investment Fund $ 2,184 $ 2,184
Fidelity Trust Mgt. Co. U.S. Equity Index Fund 785,719 849,891
Fidelity Trust Mgt. Co. Intermediate Bond Fund 1,050,788 1,082,428
Fidelity Trust Mgt. Co. Growth Company Fund 2,379,575 2,457,394
Fidelity Trust Mgt. Co. Balanced Fund 1,475,612 1,535,474
Connecticut General Life
Insurance Company Guaranteed Long-Term Fund 10,684,684 10,684,684
*Commercial Intertech Corp. 190,619 Common Shares
$1.00 Par Value 3,614,649 3,717,098
*Commercial Intertech Corp. 608,390 Convertible Series B
Preferred Shares 14,145,058 14,145,058
<FN>
*Party-in-interest
</TABLE>
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<PAGE> 17
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(d)--Schedule of Reportable Transactions
December 31, 1993
<CAPTION>
Current Value Net
Identity of Description Purchase Sales Cost of of Asset on Gain
Party Involved of Assets Price Price Asset Transaction Date (Loss)
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (I)--SINGLE TRANSACTION IN EXCESS OF 5% OF PLAN ASSETS
Connecticut Mutual
Life Insurance
Company Loan $ 5,000,000 $ 5,000,000
The Variable Annuity
Life Insurance
Company Loan 8,240,994 8,240,994
Society National Bank Loan payoff 13,240,995 13,240,995
CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Mellon Bank, N.A. Temporary Investment Fund $1.00 $1.00 6,803,419 6,803,419
Bankers Trust Units in Growth Company Fund Various Various 1,149,250 1,171,895 $ 22,645
Connecticut General
Life Insurance Units in Guaranteed Long-Term
Company Fund 3,024,024 3,024,024
Mellon Bank, N.A. Deposit at Interest 1,000 1,000 2,618,000 2,618,000
</TABLE>
-14-
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-43907) pertaining to the Commercial Intertech Retirement Stock
Ownership and Savings Plan of our report dated June 3, 1994, with respect to
the financial statements and schedules of the Commercial Intertech Retirement
Stock Ownership and Savings Plan included in this Annual Report (Form 11-K) for
the year ended December 31, 1993.
Ernst & Young
Cleveland, Ohio
June 23, 1994
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