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SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Commercial Intertech Corporation
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
201709-102
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
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CUSIP NO. 201709-102 13G PAGE 2 OF 8 PAGES
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
The Commercial Intertech Corporation Defined Contribution Master Trust
(the "Trust")
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3 SEC Use Only
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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.
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Number of
5 Sole Voting Power 0
Shares
-----------------------------------------------------
Beneficially 6 Shared Voting Power 3,172,350 (as of 12/31/98)
Owned by -----------------------------------------------------
7 Sole Dispositive Power 3,172,350 (as of 12/31/98)
Each
-----------------------------------------------------
Reporting 8 Shared Dispositive Power 0
Person With
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,350 (as of 12/31/98)
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
Not Applicable
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11 Percent of Class Represented by Amount in Row (9)
18.6%
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12 Type of Reporting Person (See Instructions)
EP
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CUSIP NO. 201709-102 13G PAGE 3 OF 8 PAGES
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
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) [ ]
(See Instructions) (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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Number of
5 Sole Voting Power 0
Shares
-----------------------------------------------------
Beneficially 6 Shared Voting Power 3,172,350 (as of 12/31/98)
Owned by -----------------------------------------------------
7 Sole Dispositive Power 3,172,350 (as of 12/31/98)
Each
-----------------------------------------------------
Reporting 8 Shared Dispositive Power 0
Person With
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,172,350 (as of 12/31/98)
- --------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
Not Applicable
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11 Percent of Class Represented by Amount in Row (9)
18.6%
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12 Type of Reporting Person (See Instructions)
BK
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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").
Page 4 of 8 Pages
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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 12/31/98): 3,172,350 shares(1)
(B) Percent of Class (as of 12/31/98): 18.6%
(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) 648,910 shares of ESOP Convertible Preferred Stock Series B (the
"Series B Preferred Stock") (convertible into 1,961,460.26 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) 277,160.34 shares
of Series B Preferred Stock (convertible into 837,772.57 shares of Common Stock)
which are allocated to the individual accounts of the Participants; and (d)
371,332 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.
Page 5 of 8 Pages
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(II) Shared power to vote or to direct the vote
3,172,350 shares
(III) Sole power to dispose or to direct the disposition
3,172,350 shares
(IV) Shared power to dispose or to direct the disposition
0 shares
Beneficial Ownership by the Trustee:
(A) Amount beneficially owned (as of 12/31/98): 3,172,350 shares(1)
(B) Percent of Class (as of 12/31/98): 18.6%
(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
3,172,350 shares
(III) Sole power to dispose or to direct the disposition
3,172,350 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.
Page 6 of 8 Pages
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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 and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of an issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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 11, 1999
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/ E. Vaughn Gordy
---------------------------------------------
Name: E. Vaughn Gordy
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Title: First Vice President & Trust Officer
-------------------------------------------
LASALLE NATIONAL BANK, TRUSTEE
By: /s/ E. Vaughn Gordy
---------------------------------------------
Name: E. Vaughn Gordy
--------------------------------------------
Title: First Vice President & Trust Officer
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Page 7 of 8 Pages
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EXHIBIT INDEX
Exhibit Number Description Page Number
- -------------- ----------- -----------
1 Resolution of Board of Directors authorizing A-1
E. Vaughn Gordy to sign on behalf of the
Trust and the Trustee, attached hereto.
Page 8 of 8 Pages
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LASALLE NATIONAL BANK
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135 South LaSalle Street
Chicago, Illinois 60690
EXTRACT FROM THE BYLAWS
SECTION 9.2. EXECUTION OF INSTRUMENTS.
All agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted for the bank by the chairman of
the board, or the vice chairman of the board, or the president, or any executive
vice president, or any senior vice president, or any vice president, or the
secretary, or the cashier, or, if in connection with the exercise of fiduciary
powers of the bank by any of said officers or by any officer in the trust
department. Any such instrument may also be signed, executed, acknowledged,
verified, delivered or accepted for the bank in such other manner and by such
other officers as the board may from time to time direct. The provisions of
this Section 9.2 are supplementary to any other provisions of these by laws.
RESOLUTION OF THE BOARD OF DIRECTORS
The Board of Directors at a meeting held March 20, 1991, adopted the following
Resolution:
RESOLVED,
1. Either the chairman of the board or any vice chairman of the board, or the
president, or any executive vice president, or any senior vice president, or any
vice president, or any assistant vice president, is hereby authorized in said
officer's discretion, to do or perform any or all corporate and official acts in
carrying on the business of the bank, either of its own or when acting in any
fiduciary capacity whatsoever, and said officer is hereby empowered in said
officer's discretion to appoint all necessary agents and attorneys; also, to
make, execute and acknowledge all deeds, conveyances, mortgages, releases,
leases, agreements, contracts, bills of sale, assignments, powers of attorney,
or of substitution, proxies, certificates, declarations, receipts, discharges,
satisfactions, settlements, petitions, schedules, accounts, affidavits,
indemnity bonds and other instruments in writing in connection with the
purchase, sale, mortgage, exchange, lease, assignment, transfer, management or
handling in any way of any property, real or personal, of any description, held
or controlled by the bank, either in its own right, or in any fiduciary capacity
and either the cashier, or any assistant cashier, the secretary, or any
assistant secretary is authorized to attest and affix the corporate seal to any
and all instruments in writing, requiring such attestation, or which are
executed under seal. The enumeration of particular powers in this resolution
shall not restrict or be taken to restrict in any way, the general powers and
authorities otherwise given to said officers or any of them.
2. FURTHER RESOLVED, That either the chairman of the board, or any vice
chairman of the board, or the president is hereby authorized to designate any
other officer or any employee to do or perform any or all such corporate and
official acts in carrying on the business of the bank, either of its own or when
acting in any fiduciary capacity whatsoever, that said designating officer has
been empowered to perform by resolution of this board of directors.
3. All bonds, debentures, notes or other obligations of any corporation, state,
public agency or political subdivision; all stock certificates, voting trust
certificates, warrants, scrip certificates or other instruments to be signed or
countersigned by this bank as transfer agent, registrar or in any other agency
capacity; all certificates of deposit or deposit receipts to be signed by this
bank as depositary, may be signed for this bank by any officer of this bank
(except the auditor or an assistant auditor) or by such of the employees of this
bank in the trust department as shall from time to time be designated by the
officer in charge of the trust department, and for such purpose only, each
employee who shall be so designated, is hereby appointed and authorized to so
sign as an assistant trust officer, assistant secretary and an authorized
officer of this bank.
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, MICHAEL E. RICAURTE, (Cashier), (Secretary), (Assistant Secretary), do hereby
certify that the above and foregoing is a correct copy of an extract from
section 9.2 of the Bylaws and the resolution of the Board of Directors of
LaSalle National Bank, Chicago, Illinois, in full force and effect at this date.
I further certify that the individual(s) whose name(s) and signature(s)
appear(s) below (is) (are) authorized to act and sign for and on behalf of
LaSalle National Bank, Chicago, Illinois.
/s/ E. VAUGHN GORDY
---------------------------
E. Vaughn Gordy
First Vice President
WITNESS my hand and the corporate seal of said Bank this 11th day of February,
A.D., 1999
/s/ MICHAEL E. RICAURTE
------------------------------------
(Cashier) (Secretary) (Assistant Secretary)
A-1
