<PAGE> 1
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, 1994
Commission File No. 1-10697
COMMERCIAL INTERTECH RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN
COMMERCIAL INTERTECH CORP.
1775 Logan Avenue
Youngstown, Ohio 44501
<PAGE> 2
Audited Financial Statements
COMMERCIAL INTERTECH RETIREMENT
STOCK OWNERSHIP AND SAVINGS PLAN
December 31, 1994 and 1993
<PAGE> 3
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Audited Financial Statements
December 31, 1994 and 1993
<CAPTION>
CONTENTS
<S> <C>
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 ..................................... 14
Item 27(d)--Schedule of Reportable Transactions ................................................. 15
EXHIBITS
Exhibit 23--Consent of Independent Auditors ..................................................... 16
</TABLE>
<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, 1994 and 1993, and the related statement
of changes in net assets available for plan benefits for the year ended
December 31, 1994. 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, 1994 and 1993, and the changes in its net assets available for
plan benefits for the year ended December 31, 1994 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, 1994, and Schedule of
Reportable Transactions for the year ended December 31, 1994, 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 1994 financial statements and, in our opinion, are fairly
stated in all material respects in relation to the 1994 financial statements
taken as a whole.
ERNST & YOUNG LLP
Cleveland, Ohio
June 5, 1995
1
<PAGE> 5
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Statements of Net Assets Available for Plan Benefits
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1993
----------------------------------------- --------------------------------------------
ALLOCATED UNALLOCATED TOTAL ALLOCATED UNALLOCATED TOTAL
----------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 47,369 $ 2,280 $ 49,649 $ 105 $ 2,079 $ 2,184
Interest receivable 3,186 1,143 4,329 35,431 177 35,608
Employer contributions receivable 531,166 531,166 483,911 483,911
Employee contributions receivable 274,639 274,639 260,562 260,562
Other receivables 792 792
----------------------------------------- --------------------------------------------
856,360 3,423 859,783 780,801 2,256 783,057
Investments:
Interest in a registered
investment company (Fidelity
Management Trust Company) 7,452,915 7,452,915 5,925,187 5,925,187
Unallocated insurance contracts
(CIGNA guaranteed account) 11,957,033 11,957,033 10,684,684 10,684,684
Commercial Intertech Corp.
Series B preferred stock 3,339,235 10,755,125 14,094,360 2,672,927 11,472,131 14,145,058
Commercial Intertech Corp.
common stock 6,378,578 6,378,578 3,717,098 3,717,098
Participant loans receivable 561,300 561,300 442,522 442,522
----------------------------------------- --------------------------------------------
29,689,061 10,755,125 40,444,186 23,442, 418 11,472,131 34,914,549
LIABILITIES
Distributions payable 120,502 120,502
Notes payable 12,358,268 12,358,268 12,814,721 12,814,721
Other liabilities 49,826 24 49,850 793 5 798
----------------------------------------- --------------------------------------------
49,826 12,358,292 12,408,118 121,295 12,814,726 12,936,021
----------------------------------------- --------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT)
FOR PLAN BENEFITS $30,495,595 $(1,599,744) $28,895,851 $24,101,924 $(1,340,339) $22,761,585
========================================= ============================================
<FN>
See notes to financial statements.
</TABLE>
2
<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, 1994
<CAPTION>
Allocated Unallocated Total
-----------------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Employer contributions $ 154,000 $ 154,000
Employee contributions $ 3,207,662 3,207,662
Employer non-cash contributions 531,166 531,166
Interest income 610,605 13,201 623,806
Dividend income 379,865 975,131 1,354,996
Dividend transfers 222,889 222,889
Allocation of Commercial Intertech Corp.
Series B preferred stock 717,007 717,007
-----------------------------------------------------
5,446,305 1,365,221 6,811,526
DEDUCTIONS
Interest expense 907,282 907,282
Distributions 483,669 483,669
Dividend transfers 222,889 222,889
Other expense 5 337 342
Allocation of Commercial Intertech Corp.
Series B preferred stock 717,007 717,007
-----------------------------------------------------
706,563 1,624,626 2,331,189
Net realized and unrealized appreciation in
aggregate current value of investments 1,649,895 1,649,895
Transfers to plan 4,034 4,034
-----------------------------------------------------
Net additions (deductions) 6,393,671 (259,405) 6,134,266
Net assets available (deficient) for plan
benefits at beginning of year 24,101,924 (1,340,339) 22,761,585
-----------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN
BENEFITS AT END OF YEAR $30,495,595 $ (1,599,744) $ 28,895,851
=====================================================
<FN>
See notes to financial statements.
</TABLE>
3
<PAGE> 7
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements
Year ended December 31, 1994
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 1.235 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. Participant loans receivable
are valued at cost which approximates fair value.
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").
4
<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 (see
Note I).
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, 1994, 1,180 individuals participated in the
Guaranteed Account (1,158--1993), 548 individuals participated in the
Commercial Intertech Common Stock Account Fund (1,129--1993), 392 individuals
participated in the Fidelity Intermediate Bond Fund (371--1993), 546
individuals participated in the Fidelity Balanced Fund (485--1993), 366
individuals participated in the Fidelity U.S. Equity Index Fund (335--1993),
and 610 individuals participated in the Fidelity Growth Company Fund
(548--1993).
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:
<TABLE>
<CAPTION>
Years of Vesting Service % Vested
-------------------------- ----------
<S> <C>
Less than 1 year 0%
1 year 20
2 years 40
3 years 60
4 years 80
5 years 100
</TABLE>
5
<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 attributable to
terminated employees amounted to $9,018 at December 31, 1994.
The Plan also provides for withdrawal in cases of financial hardship, upon
attainment of age 59-1/2, and of the post-tax savings program contributions.
Participating employees may borrow up to 50% of their account balance
attributable to employee contributions. 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, 1994 are as follows:
<TABLE>
<S> <C>
1995 $ 488,770
1996 523,375
1997 560,430
1998 600,108
1999 642,596
Thereafter 9,542,989
</TABLE>
Each year dividends on the Preferred Shares and Company
contributions to the Plan will be used to repay the Notes.
As the Plan makes each payment of principal and interest each year, an
appropriate number of Preferred Shares are allocated to eligible employees'
accounts in accordance with matching provisions noted above.
6
<PAGE> 10
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
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 formula set forth in the Company's Amended
Articles of Incorporation. Benefits payable to participants represent the fair
value of vested common stock and cash in terminated participants' accounts,
after conversion of Preferred Shares.
Each participant is entitled to exercise voting rights attributable to the
shares allocated to his or her account and to exercise proportional voting
rights of unallocated Preferred Shares. Each participant 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.
7
<PAGE> 11
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
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:
<TABLE>
<CAPTION>
FUND ASSETS FUND ASSETS
AVAILABLE NET AVAILABLE
DECEMBER 31, ADDITIONS DECEMBER 31,
1993 (DEDUCTIONS) 1994
----------------------------------------------------
<S> <C> <C> <C>
PARTICIPANT DIRECTED ACCOUNTS
CIGNA Guaranteed Account $10,684,684 $1,272,349 $11,957,033
Fidelity Intermediate Bond Fund 1,082,428 82,600 1,165,028
Fidelity Balanced Fund 1,535,474 478,879 2,014,353
Fidelity U.S. Equity Index Fund 849,891 145,663 995,554
Fidelity Growth Company Fund 2,457,394 820,586 3,277,980
Commercial Intertech Common Stock Fund 3,184,790 (351,005) 2,833,785
Participant loans receivable 442,522 118,778 561,300
</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 $601,990 and sold
shares of common stock of the Company for $158,218 during the year ended
December 31, 1994.
The Plan received dividends on common stock of the Company of $156,976 and
dividends on Preferred Shares of the Company of $1,198,020 during the year
ended December 31, 1994.
8
<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, 1994 and 1993, the Plan had a noncash contribution receivable
from the Company of 28,519 shares and 24,817 shares, respectively, of Company
common stock with a market value of $531,166 and $483,911, 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), amounts
in a temporary investment fund, and loans to participants as follows:
<TABLE>
<CAPTION>
Identity of Issuer Description of Current
or Similar Party Investment Cost Value
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1994
*Commercial Intertech Corp. 342,474 Common Shares,
$1.00 Par Value **$ 4,530,658 **$ 6,378,578
*Commercial Intertech Corp. 143,623 Convertible Series B
Preferred Shares-Allocated ** 3,339,235 ** 3,339,235
*Commercial Intertech Corp. 462,586 Convertible Series B
Preferred Shares-Unallocated
** 10,755,125 ** 10,755,125
Connecticut General Life
Insurance Company Guaranteed Account ** 11,957,033 ** 11,957,033
Fidelity Trust Mgt. Co. Intermediate Bond Fund 1,233,589 1,165,028
Fidelity Trust Mgt. Co. Balanced Fund ** 2,102,701 ** 2,014,353
Fidelity Trust Mgt. Co. U.S. Equity Index Fund 956,157 995,554
Fidelity Trust Mgt. Co. Growth Company Fund ** 3,385,348 ** 3,277,980
Mellon Bank, N.A. Temporary Investment Fund 43,849 43,849
Participants Loans Receivable 561,300 561,300
</TABLE>
9
<PAGE> 13
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
F. INVESTMENTS--CONTINUED
<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
Participants Loans Receivable 442,522 442,522
<FN>
* Party-in-interest.
** Investment representing five percent or more of the
Plan's net assets available for benefits.
</TABLE>
10
<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, 1994 is as follows:
<TABLE>
<CAPTION>
<S> <C>
Fair value determined by closing market price:
Commercial Intertech Corp. Common Stock $1,745,471
Fidelity Intermediate Bond Fund (100,201)
Fidelity Balanced Fund (148,210)
Fidelity U.S. Equity Index Fund (24,775)
Fidelity Growth Company Fund (185,187)
Fair value determined by insurance company or
independent appraiser:
Series B Preferred Stock 0
Guaranteed Account 0
Participant loans receivable 0
------------
$1,287,098
============
</TABLE>
The Company's common stock is publicly traded on the New York Stock Exchange
(ending per share price at December 31, 1994 was $18.625). The Company's
Preferred Shares are not registered or publicly traded. Each Preferred Share
is convertible into 1.235 shares 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>
11
<PAGE> 15
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
G. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
<TABLE>
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<CAPTION>
DECEMBER 31, 1994
-----------------
<S> <C>
Net assets available for benefits per the financial
statements $28,895,851
Amounts allocated to withdrawing participants (485,389)
----------
Net assets available for benefits per the Form 5500 $28,410,462
===========
</TABLE>
<TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<CAPTION>
YEAR ENDED
DECEMBER 31, 1994
-----------------
<S> <C>
Benefits paid to participants per the financial
statements $483,669
Amounts allocated to withdrawing participants 485,389
--------
Benefits paid to participants per the Form 5500 $969,058
========
</TABLE>
12
<PAGE> 16
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements--Continued
H. 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.
I. SUBSEQUENT PLAN AMENDMENT
Effective January 1, 1995, the Plan was amended to eliminate the $1,350 limit
on the Company match, allowing the 50% Company match to be applied to
participant tax-deferred contributions not exceeding 6% of the participants'
eligible compensation.
13
<PAGE> 17
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Identity of Issue Description of Current
or Similar Party Investment Cost Value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mellon Bank, N.A. Temporary Investment Fund $ 43,849 $ 43,849
Fidelity Trust Mgt. Co. U.S. Equity Index Fund 956,157 995,554
Fidelity Trust Mgt. Co. Intermediate Bond Fund 1,233,589 1,165,028
Fidelity Trust Mgt. Co. Growth Company Fund 3,385,348 3,277,980
Fidelity Trust Mgt. Co. Balanced Fund 2,102,701 2,014,353
Connecticut General Life
Insurance Company Guaranteed Long-Term Fund 11,957,033 11,957,033
*Commercial Intertech Corp. 342,474 Common Shares
$1.00 Par Value 4,530,658 6,378,578
Participants Loans Receivable 561,300 561,300
*Commercial Intertech Corp. 606,209 Convertible Series B
Preferred Shares 14,094,360 14,094,360
<FN>
* Party-in-interest
</TABLE>
14
<PAGE> 18
<TABLE>
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(d)--Schedule of Reportable Transactions
December 31, 1994
<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 (iii)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Mellon Bank, N.A. Temporary Investment Fund $1.00 $1.00 $4,584,167 $4,584,167
Bankers Trust Units in Growth Company Fund VARIOUS VARIOUS 1,330,575 1,329,038 $1,537
Connecticut General
Life Insurance Units in Guaranteed Long-Term
Company Fund 2,936,525 2,936,525
Mellon Bank, N.A. Deposit at Interest 1,000 1,000 3,252,000 3,252,000
</TABLE>
15
<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 5, 1995, 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, 1994.
ERNST & YOUNG LLP
Cleveland, Ohio
June 27, 1995
16
