COMMERCIAL INTERTECH CORP
SC 13E1/A, 1996-07-18
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                       RULE 13E-1 TRANSACTION STATEMENT
                      PURSUANT TO SECTION 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)
 
                        ------------------------------
 
                          COMMERCIAL INTERTECH CORP.
                               (Name of issuer)
 
                        ------------------------------
                         COMMON STOCK, $1.00 PAR VALUE
                        (Title of Class of Securities)
 
                        ------------------------------
                                  201709 10 2
                     (CUSIP Number of Class of Securities)
 
                        ------------------------------
 
                          GILBERT M. MANCHESTER, ESQ.
                      VICE PRESIDENT AND GENERAL COUNSEL 
                          COMMERCIAL INTERTECH CORP. 
                               1775 LOGANAVENUE 
                            YOUNGSTOWN, OHIO 44501 
                                (330) 746-8011

  (Name, Address and Telephone Number of Person Authorized to Receive Notices
        and Communications on Behalf of the Person(s) Filing Statement)
 
                        ------------------------------
 
                                  Copies to:
 
 Herbert S. Wander, Esq.      Stuart Z. Katz, Esq.       Leigh B. Trevor, Esq.
  Katten Muchin & Zavis       Fried, Frank, Harris,   Jones, Day, Reavis & Pogue
 525 West Monroe Street,      Shriver & Jacobson          901 Lakeside Avenue
       Suite 1600              One New York Plaza        Cleveland, Ohio 44114
Chicago, Illinois 60661-    New York, New York 10004        (216) 586-3939    
          3693                   (212) 859-8000                               
     (312) 902-5200                                                          
 
                        ------------------------------
 
  [X] Fee paid previously with initial filing.
 
  [ ] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
 
Amount Previously Paid: _______________________________________________________
 
Form or Registration No.: _____________________________________________________
 
Filing Party: _________________________________________________________________
 
Date Filed: ___________________________________________________________________
<PAGE>
 
  This Amendment No. 1 supplements the Rule 13e-1 Transaction Statement filed
with the Securities and Exchange Commission on July 12, 1996 (the "Rule 13e-1
Transaction Statement") by Commercial Intertech Corp., an Ohio corporation
(the "Company"), relating to the proposed purchase of common shares, par value
$1.00 per share (the "Common Shares"), of the Company, during the pendency of
the offer by Opus Acquisition Corporation, a Delaware corporation ("OAC") and
an indirect wholly owned subsidiary of United Dominion Industries, Ltd., a
Canadian corporation ("United Dominion"), to purchase for cash all outstanding
Common Shares, together with the associated preferred share purchase rights
(the "Rights," and, together with the Common Shares, the "Shares").
Capitalized terms used but not defined herein shall have the meaning set forth
in the Rule 13e-1 Transaction Statement.
 
  1. PARAGRAPH (1)
 
  Paragraph (1) is hereby supplemented by adding the following:
 
  On July 15, 1996, United Dominion and OAC issued a press release announcing
that they had increased the price to be paid pursuant to their tender offer
from $27 to $30 per Share, net to the seller in cash, without interest.
 
                                   SIGNATURE
 
  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
                                          COMMERCIAL INTERTECH CORP.
 
                                          By: /s/ Gilbert M. Manchester
                                             --------------------------
                                             Name: Gilbert M. Manchester
                                             Title: Vice President and General
                                              Counsel
 
Dated: July 18, 1996
 
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