<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, 1998
Commission File No. 1-10697
COMMERCIAL INTERTECH
401(k) PLAN
COMMERCIAL INTERTECH CORP.
1775 Logan Avenue
Youngstown, Ohio 44505
<PAGE> 2
Financial Statements and
Supplemental Schedules
Commercial Intertech 401(k) Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE> 3
Commercial Intertech 401(k) Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
CONTENTS
Report of Independent Auditors................................................1
Financial Statements
Statements of Assets Available for Plan Benefits..............................2
Statement of Changes in Assets Available for Plan Benefits....................3
Notes to Financial Statements.................................................4
Supplemental Schedules
Line 27a--Schedule of Assets Held for Investment Purposes.....................16
Line 27d--Schedule of Reportable Transactions.................................17
Exhibits
Consent of Independent Auditors..............................................18
<PAGE> 4
Report of Independent Auditors
Administrative Committee
Commercial Intertech 401(k) Plan
We have audited the accompanying statements of assets available for plan
benefits of the Commercial Intertech 401(k) Plan (the "Plan") as of December 31,
1998 and 1997, and the related statement of changes in assets available for plan
benefits for the year ended December 31, 1998. 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 assets available for plan benefits of the Plan at
December 31, 1998 and 1997, and the changes in its assets available for plan
benefits for the year ended December 31, 1998, 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, 1998, and Schedule of Reportable
Transactions for the year ended December 31, 1998, 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 1998
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1998 financial statements taken as a whole.
Ernst & Young LLP
Cleveland, Ohio
June 7, 1999
1
<PAGE> 5
<TABLE>
<CAPTION>
Commercial Intertech 401(k) Plan
Statements of Assets Available for Plan Benefits
DECEMBER 31
1998 1997
----------------------------------
ASSETS
<S> <C> <C>
Cash $ 71,127 $ 38,204
Interest receivable 7,698 4,904
Employee contributions receivable 320,547 282,288
---------------- ----------------
399,372 325,396
Investments:
Interest in registered investment companies 23,616,177 19,415,490
Interest in common/collective trusts 11,889,198 11,875,351
Commercial Intertech Corp. Common Stock 4,789,182 5,504,788
Participant loans receivable 971,318 858,604
---------------- ----------------
41,265,875 37,654,233
---------------- ----------------
Assets available for plan benefits $ 41,665,247 $ 37,979,629
================ ================
</TABLE>
See accompanying notes.
2
<PAGE> 6
<TABLE>
<CAPTION>
Commercial Intertech 401(k) Plan
Statement of Changes in Assets
Available for Plan Benefits
Year ended December 31, 1998
ADDITIONS
<S> <C>
Employer contributions $ 5,773
Employee contributions 3,774,140
Interest income 78,815
Dividend income 2,200,873
----------------
6,059,601
DEDUCTIONS
Distributions 3,019,882
----------------
3,039,719
Net realized and unrealized appreciation in
aggregate current value of investments 645,899
----------------
Net addition 3,685,618
Assets available for benefits at beginning of year 37,979,629
----------------
Assets available for benefits at end of year $ 41,665,247
================
</TABLE>
See accompanying notes.
3
<PAGE> 7
Commercial Intertech 401(k) Plan
Notes to Financial Statements
Year ended December 31, 1998
A. PLAN AMENDMENTS AND RESTATEMENT
The Commercial Intertech 401(k) Plan (the "Plan") constitutes an amendment and
restatement of the Commercial Intertech Retirement Stock Ownership and Savings
Plan and the merger of the Cylinder City Savings and Retirement Plan, both
effective September 1, 1997. Prior to the Plan merger, the Commercial Intertech
Corp. (the "Company") matching portion of the Plan was transferred, effective
September 1, 1997, to the Commercial Intertech Employee Stock Ownership Plan
(the "ESOP").
On June 16, 1997, the Plan was amended to allow participation by eligible
employees on and after the first day of the first month following the date the
employee completes the earlier of (1) six months and 500 hours of eligible
service or (2) one year of eligible service. This amendment was effective
January 1, 1997, and did not have a significant impact on the assets available
for benefits.
Effective January 1, 1999, the Plan was amended to allow participation by
eligible employees on and after the first day of the first month following the
date the employee reaches age 18 and completes six months of eligibility
service. This amendment is not expected to have a significant impact on the
assets available for benefits.
B. DESCRIPTION OF THE PLAN
The Plan consists of a pre-tax savings program, under which participants may
elect to contribute up to 18% of their compensation, on a tax-deferred basis,
into the Plan. Prior to September 1, 1997, the Plan consisted of a pre-tax
savings program allowing contributions up to 15% of a participant's
compensation, a post-tax program under which participants could contribute up to
an additional 10% of their compensation, and a leveraged matching employee stock
ownership plan. Participant contributions are subject to IRS limitations.
Employee contributions are accrued as income by the Plan on a monthly basis. The
Company contributes, into the ESOP, 50% (made in Commercial Intertech Corp.
Preferred and Common shares as needed) of the first 6% of eligible compensation
that a participant contributes into the Plan on a tax-deferred basis. Prior to
September 1, 1997, Company matching contributions were made directly into the
leveraged matching portion of the Plan. Post-tax contributions were made with
after-tax dollars and did not receive Company matching contributions.
4
<PAGE> 8
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
B. DESCRIPTION OF THE PLAN (CONTINUED)
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").
The Plan provides for separate investment options in one or more funds as
directed by the participants. Participants may change investment options at any
time. With the exception of the Commercial Intertech Common Stock Fund, all-new
investment options were offered effective September 1, 1997.
At December 31, 1998, 519 individuals participated in the Commercial Intertech
Common Stock Fund, 556 individuals participated in the Benham Stable Asset Fund,
179 individuals participated in the Benham GNMA Fund, 133 individuals
participated in the American Century Strategic Allocation: Conservative Fund,
267 individuals participated in the American Century Strategic Allocation:
Moderate Fund, 279 individuals participated in the American Century Strategic
Allocation: Aggressive Fund, 486 individuals participated in the Barclays Equity
Index Fund, 341 individuals participated in the American Century Value Fund, 652
individuals participated in the American Century Equity Growth Fund, 797
individuals participated in the Twentieth Century Ultra Fund, 239 individuals
participated in the Twentieth Century Vista Fund, and 489 individuals
participated in the Twentieth Century International Growth Fund.
At December 31, 1997, 480 individuals participated in the Commercial Intertech
Common Stock Fund, 630 individuals participated in the Benham Stable Asset Fund,
166 individuals participated in the Benham GNMA Fund, 117 individuals
participated in the American Century Strategic Allocation: Conservative Fund,
285 individuals participated in the American Century Strategic Allocation:
Moderate Fund, 278 individuals participated in the American Century Strategic
Allocation: Aggressive Fund, 451 individuals participated in the Barclays Equity
Index Fund, 350 individuals participated in the American Century Value Fund, 591
individuals participated in the American Century Equity Growth Fund, 755
individuals participated in the Twentieth Century Ultra Fund, 236 individuals
participated in the Twentieth Century Vista Fund, and 489 individuals
participated in the Twentieth Century International Growth Fund.
5
<PAGE> 9
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
B. DESCRIPTION OF THE PLAN (CONTINUED)
All investment account dollars that result from employee contributions and
related investment results are immediately vested. There were no non-vested
assets in the Plan attributable to terminated employees at December 31, 1998.
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 at the date of the loan.
The Plan is administered by the Administrative Committee (the "Committee")
appointed by the Company's Board of Directors. The trust department of UMB Bank,
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, forfeitures and distributions
from the Plan may be obtained from the Committee.
C. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounting records of the Plan are maintained on the accrual basis.
6
<PAGE> 10
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
C. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF INVESTMENTS
Investments consisting of common shares of Commercial Intertech Corp. are
carried at the closing market price on the last business day of the Plan's year.
Investments in registered investment company funds (Benham GNMA Fund, Twentieth
Century Strategic Allocation: Conservative, Moderate, and Aggressive Funds,
American Century Value and Equity Growth Funds, and Twentieth Century Ultra,
Vista, and International Growth Funds) and in common/collective trusts (Benham
Stable Asset Fund, Barclays Equity Index Fund) are carried at the value of their
underlying assets as of the last business day of the Plan's year as determined
by their respective Investment Managers.
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.
7
<PAGE> 11
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
D. STATEMENTS OF CHANGES IN NET ASSETS OF PARTICIPANT DIRECTED FUNDS
The amount of assets 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>
AMERICAN AMERICAN AMERICAN
CENTURY CENTURY CENTURY
STRATEGIC STRATEGIC STRATEGIC
BENHAM BENHAM ALLOCATION ALLOCATION ALLOCATION
STABLE ASSET GNMA CONSERVATIVE MODERATE AGGRESSIVE
FUND FUND FUND FUND FUND
------------------------------------------------------------------------
ADDITIONS
<S> <C> <C> <C> <C> <C>
Employer contributions $ 1,561 $ 181 $ 83 $ 336 $ 675
Employee contributions 404,999 107,777 54,746 181,804 202,332
Interest income 12,815 1,428 1,026 2,680 4,770
Dividend income 461,437 96,632 38,464 83,406 45,661
------------------------------------------------------------------------
Total additions 880,812 206,018 94,319 268,226 253,438
DEDUCTIONS
Distributions 1,472,460 104,003 7,124 146,800 74,121
------------------------------------------------------------------------
(591,648) 102,015 87,195 121,426 179,317
Net realized and unrealized
appreciation (depreciation) 58,752 1,459 17,738 95,457 120,112
Transfers to (from) fund (583,258) 3,450 63,030 (224,549) (317,709)
------------------------------------------------------------------------
Net additions (deductions) (1,116,154) 106,924 167,963 (7,666) (18,280)
Net fund assets at beginning of 8,786,999 1,535,387 494,174 1,519,228 1,307,799
year
------------------------------------------------------------------------
NET FUND ASSETS AT END OF YEAR $ 7,670,845 $ 1,642,311 $ 662,137 $ 1,511,562 $ 1,289,519
========================================================================
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
AMERICAN TWENTIETH COMMERCIAL
BARCLAYS AMERICAN CENTURY TWENTIETH TWENTIETH CENTURY INTERTECH
EQUITY CENTURY EQUITY CENTURY CENTURY INTERNATIONAL COMMON PARTICIPANT
INDEX VALUE GROWTH ULTRA VISTA GROWTH STOCK LOANS
FUND FUND FUND FUND FUND FUND FUND RECEIVABLE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 205 $ 487 $ 431 $ 1,017 $ 98 $ 430 $ 269
398,083 278,673 610,519 830,725 143,813 297,167 225,242
5,272 5,267 10,315 15,068 3,089 5,546 8,746
0 350,545 302,619 622,376 0 33,772 165,961
- ------------------------------------------------------------------------------------------------------------
403,560 634,972 923,884 1,469,186 147,000 336,915 400,218
280,309 132,212 150,879 245,825 28,802 82,773 256,663 $ 37,911
- ------------------------------------------------------------------------------------------------------------
123,251 502,760 773,005 1,223,361 118,198 254,142 143,555 37,911
912,385 (272,745) 1,003,638 1,189,861 (110,246) 280,123 (2,650,635)
94,365 (373,057) 261,453 (533,422) (146,092) (219,233) 1,824,397 150,625
- ------------------------------------------------------------------------------------------------------------
1,130,001 (143,042) 2,038,096 1,879,800 (138,140) 315,032 (682,683) 112,714
3,088,352 2,106,675 4,612,144 5,360,561 765,936 1,713,586 5,542,992 858,604
- ------------------------------------------------------------------------------------------------------------
$ 4,218,353 $1,963,633 $6,650,240 $7,240,361 $ 627,796 $2,028,618 $ 4,860,309 $ 971,318
============================================================================================================
</TABLE>
9
<PAGE> 13
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
E. 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.
F. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan purchased shares of common stock of the Company for $2,604,436 and sold
shares of common stock of the Company for $499,048 during the year ended
December 31, 1998. The Plan also received dividends on common stock of the
Company of $165,961 during the year ended December 31, 1998.
10
<PAGE> 14
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
G. INVESTMENTS
As of December 31, 1998, the Plan's investments consist of common stock of the
Company, interests in common/collective trusts (Benham Stable Asset Fund,
Barclays Equity Index Fund), interests in a registered investment company
(American Century Investments), 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> <C>
*Commercial Intertech Corp. 370,164 Common Shares,
$1.00 Par Value $ 4,627,381 ** $ 4,789,182
SEI Trust Benham Stable Asset Fund 7,670,845 ** 7,670,845
*American Century Investments Benham GNMA Fund 1,630,507 1,642,311
*American Century Investments Twentieth Century Strategic
Allocation: Conservative Fund 656,279 662,137
*American Century Investments Twentieth Century Strategic
Allocation: Moderate Fund 1,447,758 1,511,562
*American Century Investments Twentieth Century Strategic
Allocation: Aggressive Fund 1,220,516 1,289,519
Wells Fargo Barclays Equity Index Fund 3,277,945 ** 4,218,353
*American Century Investments American Century Value Fund 2,393,468 1,963,633
*American Century Investments American Century Equity
Growth Fund 5,904,381 ** 6,650,240
*American Century Investments Twentieth Century Ultra Fund 7,073,642 ** 7,240,361
*American Century Investments Twentieth Century Vista Fund 828,797 627,796
*American Century Investments Twentieth Century International
Growth Fund 1,950,171 2,028,618
*UMB Bank Scout Prime 1 Mutual Fund 71,127 71,127
*Participants Loans receivable - 971,318
------------------------------------
$ 38,752,817 $ 41,337,002
====================================
</TABLE>
11
<PAGE> 15
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
G. INVESTMENTS (CONTINUED)
As of December 31, 1997, the Plan's investments consisted of common stock of the
Company, interests in common/collective trusts (Benham Stable Asset Fund,
Barclays Equity Index Fund), interests in a registered investment company
(American Century Investments), 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> <C>
*Commercial Intertech Corp. 265,291 Common Shares,
$1.00 Par Value $ 2,426,238 ** $ 5,504,788
SEI Trust Benham Stable Asset Fund 8,786,999 ** 8,786,999
*American Century Investments Benham GNMA Fund 1,521,067 1,535,387
*American Century Investments Twentieth Century Strategic
Allocation: Conservative Fund 506,433 494,174
*American Century Investments Twentieth Century Strategic
Allocation: Moderate Fund 1,542,454 1,519,228
*American Century Investments Twentieth Century Strategic
Allocation: Aggressive Fund 1,346,196 1,307,799
Wells Fargo Barclays Equity Index Fund 2,948,825 ** 3,088,352
*American Century Investments American Century Value Fund 2,359,679 ** 2,106,675
*American Century Investments American Century Equity Growth Fund 4,863,398 ** 4,612,144
*American Century Investments Twentieth Century Ultra Fund 6,523,964 ** 5,360,561
*American Century Investments Twentieth Century Vista Fund 922,695 765,936
*American Century Investments Twentieth Century International
Growth Fund 1,921,493 1,713,586
*UMB Bank Scout Prime 1 Mutual Fund 38,204 38,204
*Participants Loans receivable - 858,604
-----------------------------------
$ 35,707,645 $ 37,692,437
===================================
<FN>
* Party-in-interest.
** Investment representing five percent or more of the Plan's assets
available for benefits.
</TABLE>
12
<PAGE> 16
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
G. 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, 1998, is as follows:
<TABLE>
<S> <C>
Fair value determined by closing market price:
Commercial Intertech Corp. Common Stock $ (2,650,635)
Fair value determined by other means (see Footnote C):
Benham Stable Asset Fund 58,752
Benham GNMA Fund 1,459
American Century Strategic Allocation:
Conservative Fund 17,738
Moderate Fund 95,457
Aggressive Fund 120,112
Barclays Equity Index Fund 912,385
American Century Value Fund (272,745)
American Century Equity Growth Fund 1,003,638
Twentieth Century Ultra Fund 1,189,861
Twentieth Century Vista Fund (110,246)
Twentieth Century International Growth Fund 280,123
--------------------
$ 645,899
====================
</TABLE>
The Company's common stock is publicly traded on the New York Stock Exchange
(ending per share price at December 31, 1998, was $12.938).
13
<PAGE> 17
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
H. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
--------------------------------------
<S> <C> <C>
Assets available for benefits per the financial statements $ 41,665,247 $ 37,979,629
Amounts allocated to withdrawing participants (2,860,236) (777,668)
--------------------------------------
Assets available for benefits per the
Form 5500 $ 38,805,011 $ 37,201,961
======================================
</TABLE>
The following is a reconciliation of distributions paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1998:
<TABLE>
<S> <C>
Distributions paid to participants per the financial statements $ 3,019,882
Add amounts allocated to withdrawing participants at
December 31, 1998 2,860,236
Less amounts allocated to withdrawing participants at
December 31, 1997 (777,668)
---------------------
BENEFITS PAID TO PARTICIPANTS PER THE FORM 5500 $ 5,102,450
=====================
</TABLE>
14
<PAGE> 18
Commercial Intertech 401(k) Plan
Notes to Financial Statements (continued)
I. EMPLOYER CONTRIBUTIONS
Effective September 1, 1997, the Company is obligated to make matching
contributions in cash to the ESOP which, when aggregated with the ESOP's
dividends on Preferred Shares and interest earnings, equal the amount necessary
to enable the ESOP to make its regularly scheduled payments of principal and
interest due on its Notes. This contribution enables the ESOP 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 ESOP 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 ESOP based upon the ratio of the participant's
current Company matching contribution to the ESOP for the Plan year to the
aggregate Company matching contributions to the ESOP for all participants for
the Plan year. Prior to September 1, 1997, employer contributions were made to
the Plan on the same basis as described above.
On September 16, 1998, the Company made a one-time contribution of $5,773 to the
Plan, which was allocated to certain Plan participants that were active
participants in the Cylinder City Savings and Retirement Plan (see Note A) in
1995. The corrective contribution was made to allow that plan to satisfy the
actual deferral percentage test under Section 401(k)(3) of the Internal Revenue
Code for the plan year ended December 31, 1995, and does not affect the current
tax status of the Plan.
J. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the Year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third-party
service providers have reasonable plans in place to become Year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
September 1999. The Plan Sponsor does not expect this project to have a
significant effect on the Plan's operations.
15
<PAGE> 19
<TABLE>
<CAPTION>
Commercial Intertech 401(k) Plan
EIN 34-0159880
Plan Number 011
Line 27a--Schedule of Assets Held for Investment Purposes
December 31, 1998
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Commercial Intertech Corp. 370,164 common shares
$1.00 par value $ 4,627,381 $ 4,789,182
SEI Trust Benham Stable Asset Fund 7,670,845 7,670,845
*American Century Investments Benham GNMA Fund 1,630,507 1,642,311
*American Century Investments Twentieth Century Strategic
Allocation: Conservative Fund 656,279 662,137
*American Century Investments Twentieth Century Strategic
Allocation: Moderate Fund 1,447,758 1,511,562
*American Century Investments Twentieth Century Strategic
Allocation: Aggressive Fund 1,220,516 1,289,519
Wells Fargo Barclays Equity Index Fund 3,277,945 4,218,353
*American Century Investments American Century Value Fund 2,393,468 1,963,633
*American Century Investments American Century Equity Growth Fund 5,904,381 6,650,240
*American Century Investments Twentieth Century Ultra Fund 7,073,642 7,240,361
*American Century Investments Twentieth Century Vista Fund 828,797 627,796
*American Century Investments American Century International Growth
Fund 1,950,171 2,028,618
*UMB Bank Scout Prime 1 Mutual Fund 71,127 71,127
*Participants Loans receivable; interest rates at
prime plus 1% and maturities from 1
to 10 years - 971,318
------------------- -----------------
$ 38,752,817 $ 41,337,002
=================== =================
<FN>
* Indicates party-in-interest to the Plan.
</TABLE>
16
<PAGE> 20
<TABLE>
<CAPTION>
Commercial Intertech 401(k) Plan
EIN 34-0159880
Plan Number 011
Line 27d--Schedule of Reportable Transactions
Year ended December 31, 1998
EXPENSE
PURCHASE SELLING INCURRED WITH COST OF
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE TRANSACTION(A) ASSET
- -------------------------------------------------------------------------------------------------------------------------------
CATEGORY (iii)--SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF THE CURRENT VALUE OF
PLAN ASSETS
<S> <C> <C> <C> <C>
SEI Trust Benham Stable Asset Fund $ 2,572,394 $ 2,572,394
$ 3,688,547 3,688,547
Wells Fargo Barclays Equity Index Fund 1,278,967 1,278,967
1,061,244 949,848
*American Century American Century Equity 1,905,096 1,905,096
Investments Growth Fund 871,740 864,051
*American Century Twentieth Century Ultra Fund 1,901,992 1,901,992
Investments 1,210,784 1,318,124
*Commercial Intertech Common stock 2,604,436 2,604,436
Corp. 499,048 279,061
*UMB Bank Scout Prime 1 Mutual Fund 2,352,145 2,352,145
2,319,221 2,319,221
<CAPTION>
CURRENT
VALUE OF
ASSET ON
TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS DATE(B) OR (LOSS)
- -----------------------------------------------------------------------------------------------
CATEGORY (iii)--SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF THE CURRENT VALUE OF
PLAN ASSETS
<S> <C> <C> <C>
SEI Trust Benham Stable Asset Fund $ 2,572,394
3,688,547
Wells Fargo Barclays Equity Index Fund 1,278,967
1,061,244 $ 111,396
*American Century American Century Equity 1,905,096
Investments Growth Fund 871,740 7,689
*American Century Twentieth Century Ultra Fund 1,901,992
Investments 1,210,784 (107,340)
*Commercial Intertech Common stock 2,604,436
Corp. 499,048 219,987
*UMB Bank Scout Prime 1 Mutual Fund 2,352,145
2,319,221
<FN>
* Indicates party-in-interest to the Plan.
(A) Commissions, taxes and other expenses incurred with the transaction are
capitalized on purchases and charged against proceeds on sales.
(B) Current value at the date of purchase or sale equals the transaction price.
There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
</TABLE>
17
<PAGE> 21
Exhibit I
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 401(k) Plan of our
report dated June 7, 1999, with respect to the financial statements and
schedules of the Commercial Intertech 401(k) Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1998.
Ernst & Young LLP
Cleveland, Ohio
June 18, 1999
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<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
Date: June 25, 1999 Commercial Intertech 401(k) Plan
By: James M. Donchess
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James M. Donchess
Corporate Attorney, Benefits
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