<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, 1995
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 and Schedules
COMMERCIAL INTERTECH RETIREMENT STOCK
OWNERSHIP AND SAVINGS PLAN
December 31, 1995 and 1994
<PAGE> 3
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Audited Financial Statements
December 31, 1995 and 1994
CONTENTS
<TABLE>
<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 ........... 16
Item 27(d)--Schedule of Reportable Transactions ....................... 17
EXHIBITS
Exhibit 23--Consent of Independent Auditors ........................... 18
</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, 1995 and 1994, and the related statement
of changes in net assets available for plan benefits for the year ended
December 31, 1995. 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, 1995 and 1994, and the changes in its net assets available for
plan benefits for the year ended December 31, 1995 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, 1995, and Schedule of
Reportable Transactions for the year ended December 31, 1995, 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 1995 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1995 financial statements taken as a
whole.
Cleveland, Ohio
June 10, 1996
1
<PAGE> 5
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
DECEMBER 31, 1995
------------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 127,256 $ 127,256
Interest receivable 5,326 $ 499 5,825
Employer contributions receivable 852,074 852,074
Employee contributions receivable 267,083 267,083
Other receivables 112 1,856 1,968
------------------------------------------------------
1,251,851 2,355 1,254,206
Investments:
Interest in a registered investment company
(Fidelity Management Trust Company) 10,952,561 10,952,561
Unallocated insurance contracts (CIGNA
guaranteed account) 13,100,661 13,100,661
Commercial Intertech Corp. Series B
Preferred Stock 3,973,489 10,038,118 14,011,607
Commercial Intertech Corp. common stock 6,973,974 6,973,974
Participant loans receivable 764,038 764,038
------------------------------------------------------
35,764,723 10,038,118 45,802,841
Notes payable 11,869,497 11,869,497
Other liabilities 20,680 13 20,693
------------------------------------------------------
20,680 11,869,510 11,890,190
------------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $ 36,995,894 $ (1,829,037) $ 35,166,857
======================================================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1994
------------------------------------------------------
ALLOCATED UNALLOCATED TOTAL
------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 47,369 $ 2,280 $ 49,649
Interest receivable 3,186 1,143 4,329
Employer contributions receivable 531,166 531,166
Employee contributions receivable 274,639 274,639
Other receivables
------------------------------------------------------
856,360 3,423 859,783
Investments:
Interest in a registered investment company
(Fidelity Management Trust Company) 7,452,915 7,452,915
Unallocated insurance contracts (CIGNA
guaranteed account) 11,957,033 11,957,033
Commercial Intertech Corp. Series B
Preferred Stock 3,339,235 10,755,125 14,094,360
Commercial Intertech Corp. common stock 6,378,578 6,378,578
Participant loans receivable 561,300 561,300
------------------------------------------------------
29,689,061 10,755,125 40,444,186
Notes payable 12,358,268 12,358,268
Other liabilities 49,826 24 49,850
------------------------------------------------------
49,826 12,358,292 12,408,118
------------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS $ 30,495,595 $ (1,599,744) $ 28,895,851
======================================================
</TABLE>
See notes to financial statements.
2
<PAGE> 6
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Statement of Changes in Net Assets
Available for Plan Benefits
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Allocated Unallocated Total
-------------------------------------------------------------
<S> <C> <C> <C>
ADDITIONS
Employer contributions $ 156,000 $ 156,000
Employee contributions $ 3,547,030 3,547,030
Employer non-cash contributions 852,074 852,074
Interest income 790,324 16,015 806,339
Dividend income 467,414 914,186 1,381,600
Dividend transfers 276,801 276,801
Earnings on Fidelity investments 428,121 428,121
Allocation of Commercial Intertech Corp. Series B
Preferred Stock 717,007 717,007
-------------------------------------------------------------
6,801,970 1,363,002 8,164,972
DEDUCTIONS
Interest expense 874,965 874,965
Distributions 1,629,071 1,629,071
Dividend transfers 276,801 276,801
Other expense 47 323 370
Allocation of Commercial Intertech Corp. Series B
Preferred Stock 717,007 717,007
-------------------------------------------------------------
1,905,919 1,592,295 3,498,214
Net realized and unrealized appreciation in aggregate
current value of investments 1,604,248 1,604,248
-------------------------------------------------------------
Net additions (deductions) 6,500,299 (229,293) 6,271,006
Net assets available (deficient) for plan benefits at
beginning of year 30,495,595 (1,599,744) 28,895,851
-------------------------------------------------------------
NET ASSETS AVAILABLE (DEFICIENT) FOR PLAN BENEFITS AT
END OF YEAR $ 36,995,894 $ (1,829,037) $ 35,166,857
=============================================================
</TABLE>
See notes to financial statements.
3
<PAGE> 7
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements
Year Ended December 31, 1995
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 (CIGNA Guaranteed Account) are
valued at contract value as determined 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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the administrator to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
4
<PAGE> 8
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
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 were designed to comply
with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue
Code of 1986, as amended, (the "Code").
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 accrued as
income by the Plan as they are earned by the participants. A 50% Company
matching contribution, made in Common and Preferred Shares, is applied to the
first 6% of a participant's tax-deferred contribution (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, 1995, 1,246 individuals participated in the
CIGNA Guaranteed Account (1,180--1994), 656 individuals participated in the
Commercial Intertech Common Stock Account Fund (548--1994), 437 individuals
participated in the Fidelity Intermediate Bond Fund (392--1994), 592
individuals participated in the Fidelity Balanced Fund (546--1994), 468
individuals participated in the Fidelity U.S. Equity Index Fund (366--1994),
and 745 individuals participated in the Fidelity Growth Company Fund
(610--1994).
All investment account dollars that result from employee contributions and
related investment results are immediately vested.
5
<PAGE> 9
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
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>
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,
and the participant elects to receive distribution of his or her account, the
vested portion of his or her account is distributed to the participant and the
non-vested portion of the participant's account will be treated as a forfeiture
if the employee experiences a break in service greater than five years.
Non-vested assets attributable to terminated employees amounted to $26,676 at
December 31, 1995.
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 the lesser of 50% of their account
balance attributable to employee contributions or $50,000. The amount borrowed
is repaid to the participant's account via payroll deductions and carries an
interest charge at the market rate of interest.
6
<PAGE> 10
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
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. In addition, the Notes are collateralized
by the unallocated Preferred Shares. Scheduled payments of principal under this
agreement at December 31, 1995 are as follows:
<TABLE>
<S> <C>
1996 $ 523,375
1997 560,430
1998 600,108
1999 642,596
2000 688,092
Thereafter 8,854,896
</TABLE>
Each year dividends on the Preferred Shares (allocated and unallocated) and
Company contributions to the Plan are 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.
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.
7
<PAGE> 11
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
B. DESCRIPTION OF THE PLAN--CONTINUED
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.
8
<PAGE> 12
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>
Commercial
Intertech
CIGNA Fidelity Fidelity Fidelity Fidelity Common Participant
Guaranteed Intermediate Balanced U.S. Equity Growth Co. Stock Loans
Account Bond Fund Fund Index Fund Fund Fund Receivable
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $1,498,182 $ 254,114 $ 415,452 $ 218,342 $ 821,902 $ 392,620
Earnings from investments 734,326 78,399 92,792 31,477 225,453 81,193 $ 51,165
-------------------------------------------------------------------------------------------------
Total additions 2,232,508 332,513 508,244 249,819 1,047,355 473,813 51,165
Deductions:
Distributions 911,742 31,807 95,575 65,232 248,266 130,125
Administrative expenses 33 1 2
-------------------------------------------------------------------------------------------------
Total deductions 911,775 31,808 95,575 65,232 248,268 130,125
Net realized gains/(losses) (4,166) 2,022 25,855 85,190 27,726
Change in unrealized
appreciation/(depreciation) 81,221 198,071 355,131 1,063,736 (176,591)
Transfers to/(from) fund (177,105) (1,356) (289,904) 156,521 130,277 13,790 151,573
-------------------------------------------------------------------------------------------------
Net additions (deductions) 1,143,628 376,404 322,858 722,094 2,078,290 208,613 202,738
Net fund assets at beginning
of year 11,957,033 1,165,028 2,014,353 995,554 3,277,980 2,833,785 561,300
-------------------------------------------------------------------------------------------------
Net fund assets at end of
year $13,100,661 $ 1,541,432 $ 2,337,211 $ 1,717,648 $ 5,356,270 $ 3,042,398 $ 764,038
=================================================================================================
</TABLE>
9
<PAGE> 13
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
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 $649,317 and sold
shares of common stock of the Company for $99,564 during the year ended
December 31, 1995.
The Plan received dividends on common stock of the Company of $190,613 and
dividends on Preferred Shares of the Company of $1,190,987 during the year
ended December 31, 1995.
At December 31, 1995 and 1994, the Plan had a noncash contribution receivable
from the Company of 47,011 shares and 28,519 shares, respectively, of Company
common stock with a market value of $852,074 and $531,166, respectively.
10
<PAGE> 14
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
F. INVESTMENTS
The Plan's investments consist of common and Preferred Shares of the Company,
interests in a registered investment company (Fidelity Management Trust
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>
December 31, 1995:
*Commercial Intertech Corp. 384,771 Common Shares,
$1.00 Par Value
**$ 5,427,139 **$ 6,973,974
*Commercial Intertech Corp. 170,903 Convertible Series B Preferred
Shares-Allocated ** 3,973,489 ** 3,973,489
*Commercial Intertech Corp. 431,747 Convertible Series B Preferred
Shares-Unallocated ** 10,038,118 ** 10,038,118
Connecticut General Life Insurance
Company Guaranteed Account ** 13,100,661 ** 13,100,661
Fidelity Mgt. Trust Co. Intermediate Bond Fund 1,528,772 1,541,432
Fidelity Mgt. Trust Co. Balanced Fund ** 2,227,488 ** 2,337,211
Fidelity Mgt. Trust Co. U.S. Equity Index Fund 1,323,120 1,717,648
Fidelity Mgt. Trust Co. Growth Company Fund ** 4,399,902 ** 5,356,270
Mellon Bank, N.A. Temporary Investment Fund 127,197 127,197
Participants Loans Receivable 764,038 764,038
</TABLE>
11
<PAGE> 15
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>
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 Mgt. Trust Co. Intermediate Bond Fund 1,233,589 1,165,028
Fidelity Mgt. Trust Co. Balanced Fund ** 2,102,701 ** 2,014,353
Fidelity Mgt. Trust Co. U.S. Equity Index Fund 956,157 995,554
Fidelity Mgt. Trust 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
<FN>
* Party-in-interest.
** Investment representing five percent or more of the Plan's net assets
available for benefits.
</TABLE>
12
<PAGE> 16
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, 1995 is as follows:
<TABLE>
<S> <C>
Fair value determined by closing market price:
Commercial Intertech Corp. Common Stock $ (202,812)
Fidelity Intermediate Bond Fund 77,055
Fidelity Balanced Fund 200,093
Fidelity U.S. Equity Index Fund 380,986
Fidelity Growth Company Fund 1,148,926
-------------------
$1,604,248
===================
</TABLE>
The Company's common stock is publicly traded on the New York Stock Exchange
(ending per share price at December 31, 1995 was $18.125). 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 under
certain conditions specified in the Plan, at the following prices:
<TABLE>
<CAPTION>
Call Date Call Price
----------------------------------------------------
<S> <C>
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>
13
<PAGE> 17
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Notes to Financial Statements-Continued
G. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
-----------------------------------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 35,166,857 $ 28,895,851
Amounts allocated to withdrawing
participants (358,670) (485,389)
-----------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS PER THE
FORM 5500 $ 34,808,187 $ 28,410,462
=========================================
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
-------------------
<S> <C>
Benefits paid to participants per the financial statements $ 1,629,071
Add: Amounts allocated to withdrawing participants at
December 31, 1995 358,670
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (485,389)
-------------------
BENEFITS PAID TO PARTICIPANTS PER THE FORM 5500 $ 1,502,352
===================
</TABLE>
14
<PAGE> 18
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. PLAN AMENDMENT
Effective January 1, 1995, the Plan was amended to allow the 50% Company match
to be applied to participant tax-deferred contributions not exceeding 6% of the
participants' eligible compensation. Prior to this amendment, the Company
matching contribution on a participant's tax-deferred contribution was limited
to $1,350. The amendment had an immaterial effect on net assets available for
Plan benefits.
15
<PAGE> 19
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Identity of Issue Description of Current
or Similar Party Investment Cost Value
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mellon Bank, N.A. Temporary Investment Fund $ 127,197 $ 127,197
Fidelity Mgt. Trust Co. U.S. Equity Index Fund 1,323,120 1,717,648
Fidelity Mgt. Trust Co. Intermediate Bond Fund 1,528,772 1,541,432
Fidelity Mgt. Trust Co. Growth Company Fund 4,399,902 5,356,270
Fidelity Mgt. Trust Co. Balanced Fund 2,227,488 2,337,211
Connecticut General Life
Insurance Company Guaranteed Long-Term Fund 13,100,661 13,100,661
*Commercial Intertech Corp. 384,771 Common Shares
$1.00 Par Value 5,427,139 6,973,974
Participants Loans Receivable 764,038 764,038
*Commercial Intertech Corp. 602,650 Convertible Series B
Preferred Shares 14,011,607 14,011,607
<FN>
* Party-in-interest
</TABLE>
16
<PAGE> 20
Commercial Intertech Retirement Stock
Ownership and Savings Plan
Item 27(d)--Schedule of Reportable Transactions
For the Year Ended December 31, 1995
<TABLE>
<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>
CATEGORY (III)--SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Mellon Bank, N.A. Temporary Investment Fund $ 1.00 $ 1.00 $6,439,951 $6,439,951
Bankers Trust Units in Growth Company Fund VARIOUS VARIOUS 1,591,994 1,666,248 $74,254
Connecticut General
Life Insurance Units in Guaranteed Long-Term
Company Fund 2,437,595 2,437,595
Mellon Bank, N.A. Deposit at Interest 1,000 1,000 3,322,000 3,322,000
</TABLE>
17
<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 10, 1996, 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, 1995.
Ernst & Young LLP
Cleveland, Ohio
June 21, 1996
18
