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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Commercial Intertech Corporation
--------------------------------
(Name of Issuer)
Common Stock, par value $1.00
-----------------------------
(Title of Class of Securities)
201709-102
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 Pages
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SCHEDULE 13G
CUSIP No. 201709-102
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- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Commercial Intertech Corporation Defined Contribution Master Trust
(the "Trust")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The agreement establishing the Trust is to be construed according to the
laws of the State of Ohio to the extent such laws are not preempted by
federal law.
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
0
--------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 3,234,729 (as of 12/31/97)
OWNED BY EACH --------------------------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
3,234,729 (as of 12/31/97)
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,234,729 (as of 12/31/97)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES
Not Applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.10%
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12. TYPE OF REPORTING PERSON
EP
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Page 2 of 8 Pages
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SCHEDULE 13G
CUSIP No. 201709-102
----------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LaSalle National Bank (not in its individual or corporate capacity but as
trustee of the Trust or in agency or fiduciary capacities unrelated to the
Trust) (the "Trustee")
FEIN #: 36-1521370
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Trustee is a national banking association organized under the laws of
the United States
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5. SOLE VOTING POWER
0
--------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 3,234,729 (as of 12/31/97)
OWNED BY EACH --------------------------------------------------------------
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
3,234,729 (as of 12/31/97)
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,234,729 (as of 12/31/97)
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_]
CERTAIN SHARES
Not Applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.10%
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12. TYPE OF REPORTING PERSON
BK
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Page 3 of 8 Pages
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The Trust was established by the Commercial Intertech Defined
Contribution Master Trust Agreement dated February 12, 1990. The Trust
forms a part of and implements both the Commercial Intertech Corporation
Employee Stock Ownership Plan and the Matching Employee Stock Ownership
Plan (collectively, the "Plans"). The filing of this Schedule 13G does
not constitute, and shall not be construed as, an admission that the
Reporting Persons (as defined below in Item 2(a)) are, for the purposes
of Section 13(d) or 13(g) of the Act, the beneficial owners of any
securities covered by this Statement.
ITEM 1(a). NAME OF ISSUER
Commercial Intertech Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1775 Logan Avenue
P.O. Box 239
Youngstown, Ohio 44501
ITEM 2(a). NAME OF PERSON FILING
The persons filing this statement are the Trust and the Trustee.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The address of the Trust and its principal place of business is c/o
LaSalle National Bank, 135 South LaSalle Street, Chicago, Illinois 60603.
The address of the Trustee is 135 South LaSalle Street, Chicago,
Illinois 60603.
ITEM 2(c). CITIZENSHIP
The Trustee is a national banking association organized under the laws of
the United States. The Trust is administered pursuant to the Trust
Agreement, which is to be construed and administered according to the
laws of the State of Ohio to the extent such laws are not preempted by
the laws of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES
common stock, $1.00 par value, of the Issuer ("Common Stock").
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ITEM 2(e). CUSIP NUMBER
201709-102
ITEM 3. THE REPORTING PERSONS ARE AS FOLLOWS:
The Trustee is a:
(B) [x] Bank as defined in Section 3(a)(6) of the Act.
The Trust is a:
(F) [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1972
("ERISA") or Endowment Fund.
ITEM 4. OWNERSHIP
Beneficial Ownership by the Trust:
(A) Amount beneficially owned (as of 12/31/97): 3,234,729 shares (1)
(B) Percent of Class (as of 12/31/97): 19.10%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0 shares
- -----------------
(1) The shares listed as beneficially owned by the Trust and the Trustee
include: (a) 702,986 shares of ESOP Convertible Preferred Stock Series B (the
"Series B Preferred Stock") (convertible into 2,124,915.8 shares of Common
Stock) which are not allocated to the individual accounts of the participants
in the Plans (the "Participants"); (b) 0 shares of Common Stock which are not
allocated to the individual accounts of the Participants; (c) 239,566.71 shares
of Series B Preferred Stock (convertible into 724,138.29 shares of Common
Stock) which are allocated to the individual accounts of the Participants; and
(d) 385,675 shares of Common Stock which are allocated to the individual
accounts of the Participants. The filing of this Schedule 13G, however, does
not constitute, and shall not be construed as, an admission that the Trust or
the Trustee is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Statement.
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(II) Shared power to vote or to direct the vote
3,234,729 shares
(III) Sole power to dispose or to direct the disposition
3,234,729 shares
(IV) Shared power to dispose or to direct the disposition
0 shares
Beneficial Ownership by the Trustee:
(A) Amount beneficially owned (as of 12/31/97): 3,234,729 shares (1)
(B) Percent of Class (as of 12/31/97): 19.10%
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct the vote
0 shares
(II) Shared power to vote or to direct the vote
3,234,729 shares
(III) Sole power to dispose or to direct the disposition
3,234,729 shares
(IV) Shared power to dispose or to direct the disposition
0 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Subject to the terms and conditions of the Trust and the Plans, Plan
Participants are entitled to receive certain distributions or assets held
by the Trust. Such distributions may include proceeds from dividends on,
or the sale of, shares of Common Stock or Series B Preferred Stock,
reflected in this Schedule 13G.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of an issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
February 17, 1998
THE COMMERCIAL INTERTECH CORPORATION
DEFINED CONTRIBUTION MASTER TRUST, by
LASALLE NATIONAL BANK (not in its individual or
corporate capacity but solely as Trustee)
By: /s/ Gregory P. Angelopoulos
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Name: Gregory P. Angelopoulos
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Title: Assistant Vice President
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LASALLE NATIONAL BANK, TRUSTEE
By: /s/ Gregory P. Angelopoulos
---------------------------------------
Name: Gregory P. Angelopoulos
-------------------------------------
Title: Assistant Vice President
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Page 7 of 8 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
-------------- ----------- -----------
<S> <C> <C>
1 Resolution of Board of Directors authorizing
Gregory P. Angelopoulos to sign on behalf of
the Trust and the Trustee (previously filed as
Exhibit A to the Schedule 13G filed February
14, 1997
</TABLE>
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