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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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COMMERCIAL INTERTECH CORP.
(NAME OF SUBJECT COMPANY)
COMMERCIAL INTERTECH CORP.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
201709 10 2
(CUSIP NUMBER OF CLASS SECURITIES)
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GILBERT M. MANCHESTER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
COMMERCIAL INTERTECH CORP.
1775 LOGAN AVENUE
YOUNGSTOWN, OH 44501
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
STUART Z. KATZ, ESQ. HERBERT S. WANDER, ESQ. LEIGH B. TREVOR, ESQ.
FRIED, FRANK, HARRIS, KATTEN MUCHIN & ZAVIS JONES, DAY, REAVIS
SHRIVER & JACOBSON 525 WEST MONROE STREET-SUITE 1600 & POGUE
ONE NEW YORK PLAZA CHICAGO, ILLINOIS 60661-3693 NORTH POINT
NEW YORK, NEW YORK 10004 (312) 902-5200 901 LAKESIDE AVENUE
(212) 859-8000 CLEVELAND, OHIO 44114
(216) 586-7247
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This Amendment No. 7 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9") filed with the
Securities and Exchange Commission (the "SEC") on July 12, 1996 by Commercial
Intertech Corp., an Ohio corporation (the "Company"), relating to the offer by
Opus Acquisition Corporation, a Delaware corporation ("OAC") and an indirect
wholly owned subsidiary of United Dominion Industries Limited, a Canadian
corporation ("United Dominion"), to purchase for cash all outstanding common
shares, par value $1.00 per share (the "Common Shares"), of the Company,
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 have the meanings previously set forth in the Schedule
14D-9.
1. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Item 6 is hereby amended and supplemented by adding the following:
The following table lists purchases of Shares by the Company on July 25,
1996, made pursuant to the Repurchase Program. Except as set forth herein or
as previously reported in the Schedule 14D-9, the Company has not effected any
transactions in the Shares during the past 60 days.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PRICE PER
PURCHASED SHARE
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<S> <C>
7,000 28 3/8
5,000 28 1/4
2,500 28 1/8
5,000 28
10,500 27 7/8
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30,000
</TABLE>
2. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented by adding the following:
(a) Litigation.
On July 24, 1996, United Dominion and OAC filed their Reply Memorandum in
support of their Motion for Leave to File Second Amended and Supplemental
Complaint. The Court had indicated in a hearing on July 19, 1996, that the
Court would endeavor to rule on that Motion for Leave to File by close of
business on July 25, 1996, but to date no ruling has been issued.
On July 25, 1996, the Company filed a Motion seeking a temporary restraining
order to prevent United Dominion and OAC from distributing proxy solicitation
materials seeking the designation of agents for the purpose of calling a
special meeting of the shareholders. This same issue had been raised in the
Company's July 23, 1996, Motion for a Preliminary Injunction, but the Company
determined that more expeditious action was warranted in light of United
Dominion's and OAC's indications that they intended to begin sending the
solicitations of agent designations to the Company's shareholders on July 25,
1996. At a hearing held on July 25, 1996, the Court denied the Company's
motion, ruling, inter alia, that the Company would not suffer irreparable
injury because it could engage in a competing solicitation.
The Company has filed proxy materials with the Security and Exchange
Commission and intends to commence solicitations of revocation of agent
designations promptly.
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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.
By: /s/ Gilbert M. Manchester
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NAME: GILBERT M. MANCHESTER
TITLE: VICE PRESIDENT AND GENERAL COUNSEL
Dated: July 25, 1996
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