FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file no. 1-924
A. Full title of the plan:
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
B. Name of issuer of the securities
held pursuant to the plan and the
address of its principal executive office:
TRINOVA CORPORATION
3000 Strayer
Maumee, Ohio 43537-0050
This document, including exhibits, contains 30 pages.
The cover page is located on page 1.
The Exhibit Index is located on page 29.
<PAGE>
REQUIRED INFORMATION
The following financial statements are furnished for the Vickers,
Incorporated Retirement Savings and Profit Sharing Plan:
Page
Report of Independent Auditors 3
Statements of Net Assets Available for
Plan Benefits 4
Statements of Changes in Net Assets Available
for Plan Benefits 5
Notes to Financial Statements 6
Exhibit
The following exhibit is filed herewith:
Exhibit
Number
(1) Consent of Independent Auditors
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
By: /S/ WILLIAM R. AMMANN
William R. Ammann
Vice President - Administration
and Treasurer
June 28, 1994 TRINOVA Corporation
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Vickers, Incorporated
Retirement Savings and Profit Sharing Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Vickers, Incorporated Retirement Savings and Profit Sharing
Plan as of December 31, 1993 and 1992 and the related statements of changes in
net assets available for plan benefits for each of the three years in the
period ended December 31, 1993. 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, 1993 and 1992, and the changes in its net assets available for
plan benefits for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG
Toledo, Ohio
June 17, 1994
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<PAGE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
December 31
1993 1992
ASSETS
Contributions receivable from employer $ 1,394,488 $ 1,665,022
Contributions receivable from employees 449,286 212,732
Loans receivable from plan participants 3,546,542 3,399,238
Value of interest in Master Trust - Note 6
Fixed Income Fund 85,191,714 79,483,346
Vanguard Mutual Funds 22,461,451 14,915,595
Multi-Asset Fund 17,107,184 13,833,693
TRINOVA Stock Fund 4,221,572 3,025,276
Government Securities Fund 2,211,603 1,506,746
131,193,524 112,764,656
TOTAL ASSETS 136,583,840 118,041,648
LIABILITY
Accrued benefit payments to participants 680,775
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $136,583,840 $17,360,873
=========== ===========
See accompanying notes
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<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
VICKERS INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
<CAPTION>
December 31
1993 1992 1991
<S> <C> <C> <C>
ADDITIONS
Contributions by employees $10,027,404 $9,917,070 $8,653,175
Contributions by employer 5,632,876 6,225,862 5,673,567
Net investment income
Interest earned 6,391,666 6,249,117 6,641,566
Dividends received 985,426 597,278 185,415
Realized gains on sales
of investments 742,448 549,530 2,459,435
Other - principally unrealized
gains on investments 4,094,553 1,139,518 546,905
12,214,093 8,535,443 9,833,321
27,874,373 24,678,375 24,160,063
DEDUCTIONS
Benefits paid to participants 8,296,769 8,353,515 10,477,799
Investment management fees 123,401 90,358 117,775
Other - principally net transfers
to (from) affiliated benefit plans 231,236 124,726 (152,859)
8,651,406 8,568,599 10,442,715
NET ADDITIONS 19,222,967 16,109,776 13,717,348
Net assets available for plan benefits
at beginning of year 117,360,873 101,251,097 87,533,749
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $136,583,840 $117,360,873 $101,251,097
=========== =========== ===========
<FN>
See accompanying notes
</TABLE>
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<PAGE>
NOTES TO FINANCIAL STATEMENT
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
DECEMBER 31, 1993
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounting records of the Vickers, Incorporated Retirement Savings
and Profit Sharing Plan (the Plan) are maintained on the accrual basis.
Investment Valuation and Income Recognition
Marketable securities are stated at aggregate fair value and are valued
at the last sales price of the valuation period quoted by a national
securities exchange. The guaranteed investment contracts are stated at
contract value which approximates fair value. The difference between fair
value and the cost of investments is reflected in the statement of changes in
net assets available for plan benefits as unrealized gains (losses) on
investments.
Realized gains or losses on the sales of investments represent the
differences between the proceeds received upon sale and the cost of
investments sold, determined on an average cost basis.
Investment management fees are paid by the Plan, while all other
administrative expenses of the Plan are currently borne by the Plan's sponsor,
Vickers, Incorporated (Vickers), a wholly-owned subsidiary of TRINOVA
Corporation, (TRINOVA).
Payment of Benefits
Effective January 1, 1993 the Plan changed its method of accounting for
benefits of employees who have withdrawn from participation in the Plan but
have not yet been paid. This change was made to conform with new guidance in
the American Institute of Certified Public Accountants Audit and Accounting
Guide "Audits of Employee Benefit Plans." The cumulative effect of this
change as of January 1, 1993 and the effect of the change on the 1993
financial statements was not material.
NOTE 2 - DESCRIPTION OF PLAN
The Plan is a defined contribution plan. Eligible participants
generally include all employees of Vickers. However, bargaining unit
employees are excluded unless the collective bargaining agreement specifically
authorizes their participation. Co-op student employees, temporary employees,
leased employees and employees classified as interns are also excluded from
the Plan.
Participants may contribute to the Plan on a pre-tax basis by salary
reduction up to 15 percent of their annual compensation (in increments of 1
percent). Vickers will match participant pre-tax contributions dollar for
dollar up to the first 3 percent, and 50 percent of the next 2 percent, of
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<PAGE>
NOTE 2 - DESCRIPTION OF PLAN (Continued)
each participant's annual compensation. Participants may also contribute up
to 10 percent of their annual compensation to the Plan on an after-tax basis,
provided that pre-tax contributions have met the limit allowable under IRS
regulations. Vickers also makes an annual profit-sharing contribution to the
Plan based upon the return on net assets achieved by Vickers. All eligible
participants receive a minimum profit-sharing allocation of 1 percent of
annual compensation up to the Social Security wage base and 1.5 percent of
annual compensation in excess of the Social Security wage base regardless of
their level of elective deferrals. The total amount contributed on behalf of
each eligible participant is subject to calendar-year limits of the Internal
Revenue Code, which are indexed and adjusted for changes in the cost of
living.
Participants have an immediate and fully-vested interest in the portion
of the Plan accounts represented by their pre-tax and voluntary after-tax
contributions to the Plan, including any earnings on these amounts. Vickers'
profit-sharing allocations and matching contributions, as well as earnings
thereon, vest after five years of service.
If a participant has less than five years of service and employment
ends for a reason other than retirement, disability or death, the participant
forfeits the unvested portion of the account if he or she takes distribution
of the vested portion of the account.If that participant resumes employment
within the next five years following the date on which termination occurs, and
repays to the Plan the full amount of the distribution, the participant's
account will be restored to the amount on the date of distribution. Forfeited
balances are used to reduce Vickers' future contributions.
Each participant individually directs his or her contributions and
Vickers' contributions, except for 25 percent of Vickers' profit-sharing
contribution, into one or more of the following investment funds (in multiples
of 10 percent). Twenty-five percent of each participant's profit-sharing
allocation is automatically invested in the TRINOVA Stock Fund.
(1) TRINOVA Stock Fund, selected by 3,292 and 3,396 participants at
December 31, 1993 and 1992, respectively, is invested in TRINOVA common
stock. Cash dividends paid on shares held by the Trust are used to
purchase additional shares for participant accounts. Twenty-five percent
of each participant's profit-sharing allocation is automatically invested
in the TRINOVA Stock Fund until distribution to the participant or until
the participant reaches age 55. After age 55, the participant has the
option to redirect the investment of the 25 percent portion from the
TRINOVA Stock Fund into any of the other available funds. Participants
may elect to have additional amounts over Vickers' 25 percent profit-
sharing contribution invested in the TRINOVA Stock Fund. TRINOVA common
stock is acquired in open market purchases at fair market value.
(2) Fixed Income Fund, selected by 3,401 and 3,614 participants at
December 31, 1993 and 1992, respectively, is invested in insurance
company investment contracts, bank investment contracts and their
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<PAGE>
NOTE 2 - DESCRIPTION OF PLAN (Continued)
equivalent. These contracts have a specified interest rate for a
period of one to five years. Approximately every three months, Vickers
announces the interest rate which will be paid on all monies that are in
the Fixed Income Fund. This interest rate is a single blended rate of
the interest rates being paid on each of the contracts in force during
that period. New contracts are negotiated with insurance companies or
financial institutions rated AA+ by Standard and Poors or its equivalent
and have a maximum average contract life of five years.
(3) Multi-Asset Fund, selected by 1,571 and 1,596 participants at
December 31, 1993 and 1992, respectively, is invested in nine major world
capital classes, including stocks and bonds of U.S. and international
companies, venture capital, real estate and cash equivalents. Brinson
Partners, Inc. is the investment manager of the Multi-Asset Fund.
(4) Government Securities Fund, selected by 530 and 509
participants at December 31, 1993 and 1992 respectively, is invested in
fixed income securities issued or guaranteed by the U.S. Government, or
its agents or instrumentalities. These securities include U.S. Treasury
bills, notes and bonds. The Government Securities Fund seeks to provide
a high level of current income, consistent with the preservation of
capital. Ryan Labs., Inc. is the investment manager of the Government
Securities Fund.
(5) Vanguard Funds, selected by 1,626 participants at December 31,
1993 and 1992 respectively, is managed by The Vanguard Group of
Investment Companies. There are four individual mutual funds in which
participants may invest:
(a) Vanguard Index Trust - 500 Portfolio Fund (Index Fund): Money
in the Index Fund is invested in stocks of the companies which make up
the Standard & Poor's 500 Composite Stock Price Index. The objective of
the Index Fund is to match the performance of the Standard & Poor's 500
Index.
(b) Vanguard/Windsor II Fund (Windsor II Fund): Money in the
Windsor II Fund is invested in stocks which, in the opinion of the fund's
investment manager, are undervalued in the marketplace. The stocks held
in the Windsor II Fund tend to offer above-average dividend yields and
will normally have below-average price-to earnings ratios and below-
average price-to-book value ratios relative to the stock market in
general.
(c) Vanguard/Morgan Growth Fund (Morgan Growth Fund): Money in the
Morgan Growth Fund is invested primarily in stocks of "established
growth" companies. The companies will normally be medium and larger
size companies with above-average growth in sales and earnings over
extended periods.
(d) Vanguard - International Growth Portfolio Fund (International
Growth Fund): Money in the International Growth Fund is invested in non-
U.S. stocks that have been selected for their growth potential. The
International Growth Fund tends to be widely diversified both
geographically and in terms of size of companies.
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<PAGE>
NOTE 2 - DESCRIPTION OF PLAN (Continued)
Effective April 1, 1994, the Plan was merged into the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan (formerly known as the
TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate
Employees). Hazlehurst and Associates was terminated as recordkeeper of the
plan assets and The Vanguard Group was added as trustee and recordkeeper.
Participants will be able to participate in three new investment funds; the
Vanguard Star Fund, the Vanguard Fixed Income Securities-Long Term Corporate
Portfolio, and the Vanguard Money Market Reserves - U.S. Treasury Portfolio.
The Multi-Asset Fund and Government Securities Fund options were terminated
March 31, 1994 and assets held under these options were transferred to the
Vanguard Star and Vanguard Money Market Reserve-U.S. Treasury Portfolio Funds,
respectively. Investment directions will be made in 1 percent increments.
Participants of the Plan have general purpose and home loans
available. The minimum loan permitted is $1,000. Under a general purpose or
home loan, a participant may borrow up to the lesser of one-half of his or her
vested account balances or the total of his or her pre-tax, match and roll-in
contributions to the Plan, up to a maximum of $50,000. In no event may the
aggregate amount of loans exceed $50,000. All loans will be repaid to the
Plan in equal installments through payroll deductions over a period up to five
years for general purpose and twenty years for home loans. Interest is
charged at a reasonable rate, as determined by the Administrative Committee.
Vickers reserves the right to amend, modify or terminate the Plan at
any time.
NOTE 3 - BENEFITS
A participant is entitled to the benefit provided by the
contributions and income thereon (including realized and unrealized gains and
losses) allocated to the participant's account.
Upon termination of employment due to retirement, total and
permanent disability or death, a participant or his or her spousal beneficiary
will be entitled to receive distribution of the participant's entire account
without regard to the Plan's vesting rules: (i) in one lump sum amount; or
(ii) in monthly installments of a fixed amount or over a specified period of
time in an amount of at least $100 per month. Distribution payments to non-
spousal beneficiaries will be made in a lump sum only. If the value of a
participant's account is less than $3,500, the Plan Administrator will
distribute the participant's entire interest in one lump sum payment.
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<PAGE>
NOTE 3 - BENEFITS (Continued)
Withdrawals of pre-tax contributions and Vickers' profit-sharing and
matching contributions during a participant's employment are not permitted
prior to age 59-1/2, unless the participant can show financial hardship for
which he or she has no other available resources. Such situations are limited
to: (i) certain medical expenses; (ii) payment of tuition and related
educational fees for post-secondary education for the next year; (iii) costs
related to the purchase of a principal residence; or (iv) payments necessary
to avoid eviction from, or a foreclosure on the mortgage of, the participant's
principal residence.
The following is a reconciliation of net assets available for plan benefits
shown in the financial statements to the amounts included in Form 5500:
December 31
1993
Net assets available for plan benefits
per financial statements $136,583,840
Less: Amount allocated to withdrawing participants 600,050
Net assets available for plan benefits
per the Form 5500 $135,983,790
===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1993
Benefits paid to participants per the financial
statements $ 8,296,769
Add: Amounts allocated to withdrawing participants
at December 31, 1993 600,050
Benefits paid to participants per the Form 5500 $ 8,896,819
==========
Amounts allocated to withdrawing particpants are recorded on the Form 5500 for
benefit claims that have been processed and approved prior to December 31 but
not yet paid as of that date.
NOTE 4 - INCOME TAX STATUS
The Plan has received a favorable determination letter from the
Internal Revenue Service as to the tax qualified status of the Plan under
Section 401(a) of the Internal Revenue Code and is, therefore, not subject to
Federal income tax. This letter does not express an opinion as to whether the
Plan satisfies the provisions of the Tax Reform Act of 1986. Such a letter
will be requested. Vickers believes that the Plan is in operational
compliance with the Internal Revenue Code of 1986 and will remain qualified
and exempt from Federal income taxes.
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<PAGE>
NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS
A proportionate amount of any withdrawal during employment from a
participant's Plan account attributable to after-tax, voluntary contributions
after 1986 will be treated as a distribution of earnings on such
contributions, and the remaining amount of the withdrawal will be considered a
return of the participant's after-tax, voluntary contributions. After-tax
voluntary contributions made prior to 1987 may be withdrawn in whole or in
part without their applicable earnings. The amount considered as a return of
the participant's after-tax, voluntary contributions will not be subject to
Federal income tax. However, the amount withdrawn that constitutes earnings
on after-tax, voluntary contributions and any amount withdrawn during
employment from a participant's Plan account attributable to pre-tax salary
reduction contributions and Vickers' matching contributions will be subject to
Federal income tax at ordinary income tax rates and may be subject to an
additional excise tax, as described below.
The amount of a distribution received in a lump sum equal to a
participant's after-tax, voluntary contributions not previously withdrawn due
to retirement, death, total and permanent disability, or termination of
employment for any other reason is not subject to Federal income tax. The
amount of the lump sum distribution in excess of a participant's after-tax,
voluntary contributions not previously withdrawn is subject to Federal income
tax at ordinary income tax rates. However, the taxable portion of a
qualifying lump sum distribution may be eligible under certain circumstances
for special ten-year or five-year averaging or capital gains treatment.
Whether a lump sum distribution qualifies for special ten-year or five-year
averaging or capital gains treatment depends upon, among other things, the
participant's age, employment status, and dates of participation in the Plan.
If a participant receives TRINOVA common stock as part of a lump sum
distribution, the excess, if any, of the fair market value of the common stock
over the cost of the common stock is not subject to Federal income tax at the
time of distribution but generally will be subject to Federal income tax upon
any subsequent disposition of the common stock. However, a participant may
elect, on the tax return on which the distribution is required to be included,
not to have such excess excluded from Federal income tax in the year of
distribution, in which case the excess will be taxed in that year.
If a distribution is made in installments, then the pro rata portion
of each installment attributable to a participant's after-tax, voluntary
contributions not previously withdrawn is not subject to Federal income tax,
and the remaining portion is taxed at ordinary Federal income tax rates.
Any lump sum distribution that a participant received from the Plan
will generally be subject to mandatory tax withholding. The Plan will
withhold 20 percent of the taxable part of the participant's distribution to
pay federal income tax.
Certain penalty taxes may be imposed on the taxable portion of a
distribution or withdrawal from the Plan. The taxable portion of an in-
service distribution made to a participant prior to age 59-1/2 will be subject
to a 10 percent penalty tax unless certain exceptions apply. In addition, the
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<PAGE>
NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS (Continued)
taxable portion of a distribution or withdrawal from the Plan and from an
individual retirement account (IRA) may be subject to a 15 percent excise tax
to the extent they aggregate more than a certain amount during any year.
Loans from the Plan are generally not considered a distribution or a
withdrawal for Federal income tax purposes unless the participant terminates
employment with an outstanding loan balance and fails to retire that balance
in full within 90 days.
A participant, under certain circumstances, may directly roll over
amounts distributed from the Plan to another qualified plan or an individual
retirement plan (IRA) and avoid mandatory federal withholding and penalty
taxes.
Participant contributions made on a pre-tax salary reduction basis
are not taxed for Federal income tax purposes until actually distributed and
are not considered wages for Federal income tax withholding purposes, but are
considered wages for Federal Insurance Contributions Act (FICA) purposes.
Participant after-tax, voluntary contributions are taxed for Federal
income tax purposes when made, and are subject to withholding and FICA taxes
at that time.
Matching contributions and other employer contributions are not
included in the participant's taxable wages for federal income tax purposes
when paid to the Plan, and are not considered wages for federal income tax
purposes or FICA purposes.
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<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST
The Plan's investments, except for loans, are held in safekeeping by The
Northern Trust Company as Trustee under a Master Trust agreement. The Master
Trust holds the investment assets for the Plan and other designated defined
contribution plans of the Company, its parent TRINOVA and TRINOVA's other
subsidiary. The following table presents the fair values of investments for
the Master Trust at December 31, 1993 and 1992.
December 31
1993 1992
Investments at Fair Value:
Fixed Income Fund $303,865,565 $305,179,819
Vanguard Mutual Funds 46,310,371 31,465,553
Multi-Asset Funds 46,920,647 34,861,689
TRINOVA Stock Fund 12,317,310 7,950,626
Government Securities Fund 3,572,450 2,463,161
$412,986,343 $381,920,848
=========== ===========
Net investment income of the Master Trust for each of the three years in the
period ended December 31, 1993 is as follows:
Year Ended December 31
1993 1992 1991
Net investment income:
Interest Earned $21,924,851 $23,821,843 $29,017,148
Dividends Received 2,182,874 1,345,912 455,339
Realized gains 1,758,587 1,388,865 3,651,815
Other - principally
unrealized gains 10,234,251 2,922,290 3,212,516
$36,100,563 $29,478,910 $36,336,516
========== ========== ==========
At December 31, 1993 and 1992, the Plan's interest in the net assets of
the Master Trust was approximately 29.5 percent and 31.8 percent,
respectively. The Plan's interest in any one Master Trust fund does not
correspond to the Plan's overall interest in the Master Trust as participants
in each plan select their individual investment options. Investment income
and administrative expenses related to the Master Trust are allocated to the
individual plans based upon average monthly balances invested by each plan.
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<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued)
Fair values and cost of the Plan's interest in the net assets of the Master
Trust at December 31, 1993 are as follows:
Description Fair Value Cost
FIXED INCOME FUND
Aetna Life Insurance Contract
expiring in 1994 $2,812,995 $2,812,995
American International
Life Insurance Contract
expiring in 1997 5,676,421 5,676,421
Allstate Insurance Company
expiring in 1998 4,833,401 4,833,401
Allstate Insurance Company
expiring in 1997 1,806,137 1,806,137
Allstate Insurance Company
expiring in 1998 1,808,697 1,808,697
Bankers Trust Delaware
expiring in 1996 6,313,378 6,313,378
Bankers Trust Delaware
expiring in 1996 8,724,640 8,724,640
Citibank, N.A. Contract
expiring in 1998 5,594,882 5,594,882
Citibank, N.A. Contract
expiring in 1998 4,557,610 4,557,610
Executive Life Insurance Contract
(In Rehabilitation) expired in 1991 1,141,909 1,141,909
Lotsoff Contract
expiring in 1999 4,600,689 4,600,689
Mass Mutual Insurance Contract
expiring in 1994 503,197 503,197
Metropolitan Life Insurance Contract
expiring in 1994 702,923 702,923
Metropolitan Life Insurance Contract
expiring in 1995 3,653,687 3,653,687
Metropolitan Life Insurance Contract
expiring in 1995 8,667,226 8,667,226
Metropolitan Life Insurance Contract
expiring in 1996 5,950,740 5,950,740
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expired in 1992 750,889 750,889
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expired in 1992 91,105 91,105
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expiring in 1994 1,054,375 1,054,375
Prudential Insurance Contract
expiring in 1996 6,327,629 6,327,629
Prudential Insurance Contract
expiring in 1998 3,489,683 3,489,683
Cash and cash equivalents 6,122,030 6,122,030
Interest receivable 7,471 7,471
85,191,714 85,191,714
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<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued)
VANGUARD MUTUAL FUNDS
Vanguard/Morgan Growth Fund
(231,745.357 shares) 2,783,262 2,883,021
Vanguard Index Fund
(249,462.056 shares) 10,933,922 10,048,308
Vanguard/Windsor II Fund
(282,435.008 shares) 4,812,693 4,576,411
Vanguard International Growth Fund
(289,740.728 shares) 3,914,397 3,180,969
Cash and cash equivalents 17,090 17,090
Interest Receivable 87
22,461,451 20,705,799
MULTI-ASSET FUND
Brinson Partners Multi-Asset Fund
(32,004.189 shares) 16,838,787 12,404,860
Cash and cash equivalents 267,825 267,825
Interest receivable 572 572
17,107,184 12,673,257
TRINOVA STOCK FUND
TRINOVA Corporation Common Stock
(134,021 shares) 4,204,268 3,133,636
Cash and cash equivalents 17,240 17,240
Interest receivable 64 64
4,221,572 3,150,940
GOVERNMENT SECURITIES FUND
U.S. Government Agency Issues 2,074,841 2,090,779
Cash and cash equivalents 97,360 97,360
Interest receivable 39,402 39,402
2,211,603 2,227,541
TOTALS $131,193,524 $123,949,251
=========== ===========
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<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued)
At December 31, 1993, the Fixed Income Fund of the Plan holds an
investment in an Executive Life Insurance Company (Executive Life) guaranteed
investment contract that was to have expired in 1991 in the amount of
$1,141,909. In 1991, First Executive Corporation, the parent of Executive
Life Insurance Company, filed for protection under Chapter 11 of the Federal
Bankruptcy Code. State insurance regulators have taken control of Executive
Life, as well as other investments of the parent. A Plan of Rehabilitation
was filed on September 6, 1991 in the Superior Court of the State of
California for the County of Los Angeles and was approved on August 31, 1993.
The Plan became effective on September 3, 1993 and provides for a minimum of
approximately 75 percent of the contract principal to be repaid after a
minimum rehabilitation period of five years.
Also, at December 31, 1993, the Fixed Income Fund of the Plan holds
investments in Mutual Benefit Life Insurance Company (Mutual Benefit)
guaranteed investment contracts totaling $1,896,369, of which $841,994 was to
have expired in 1992. The New Jersey Insurance Department has taken control
of Mutual Benefit. A Plan of Rehabilitation was filed on August 3, 1992, and
amended on January 15, 1993, in the Superior Court of New Jersey. The Plan
became effective on April 29, 1994 and provides for the contract principal to
be repaid over a five-year period from 1999 through 2003. The repayment dates
may be extended if warranted by Mutual Benefit's financial condition.
While the ultimate outcome of these matters cannot now be predicted,
management is of the opinion, based on the facts now known, that the ultimate
loss, if any, in these matters will not be material to the Plan's net assets
available for plan benefits.
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<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued)
Description Fair Value Cost
FIXED INCOME FUND
Aetna Life Insurance Contract
expiring in 1994 $ 4,979,249 $ 4,979,249
American Life Insurance Contract
expiring in 1997 5,816,679 5,816,679
Bankers Trust Delaware
expiring in 1996 6,759,306 6,759,306
Bankers Trust Delaware
expiring in 1996 9,357,849 9,357,849
Canada Life Assurance Contract
expiring in 1993 167,640 167,640
Citibank, N.A. Contract
expiring in 1998 5,816,379 5,816,379
Executive Life Insurance Contract
(In Rehabilitation) expired in 1991 1,319,663 1,319,663
Mass Mutual Insurance Contract
expiring in 1994 503,197 503,197
Metropolitan Life Insurance Contract
expiring in 1993 2,980,486 2,980,486
Metropolitan Life Insurance Contract
expiring in 1994 1,508,556 1,508,556
Metropolitan Life Insurance Contract
expiring in 1995 4,694,164 4,694,164
Metropolitan Life Insurance Contract
expiring in 1995 9,415,518 9,415,518
Metropolitan Life Insurance Contract
expiring in 1996 8,376,734 8,376,734
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expired in 1992 728,725 728,725
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expired in 1992 88,416 88,416
Mutual Benefit Life Insurance Contract
(In Rehabilitation) expiring in 1994 1,023,252 1,023,252
Philadelphia Life Insurance Contract
expiring in 1993 412,025 412,025
Prudential Insurance Contract
expiring in 1996 8,920,967 8,920,967
Union Central Life Insurance Contract
expiring in 1993 700,884 700,884
Cash and cash equivalents 5,907,595 5,907,595
Interest receivable 6,062 6,062
79,483,346 79,483,346
-17-
<PAGE>
NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued)
VANGUARD MUTUAL FUND
Vanguard/Morgan Growth Fund
(174,143.155 shares) 2,202,911 2,152,483
Vanguard Index Fund
(220,605.276 shares) 9,038,179 8,670,194
Vanguard/Windsor II Fund
(157,802.302 shares) 2,510,635 2,420,831
Vanguard International Growth Fund
(121,716.729 shares) 1,145,335 1,227,409
Cash and cash equivalents 18,535 18,535
14,915,595 14,489,452
MULTI-ASSET FUND
Brinson Partners Multi-Asset Fund
(28,793.139 shares) 13,505,393 10,298,294
Cash and cash equivalents 327,626 327,626
Interest receivable 674 674
13,833,693 10,626,594
TRINOVA STOCK FUND
TRINOVA Corporation Common Stock
(138,205 shares) 2,954,132 3,129,864
Cash and cash equivalents 71,054 71,054
Interest receivable 90 90
3,025,276 3,201,008
GOVERNMENT SECURITIES FUND
Corporate Bonds 125,725 121,147
U.S. Government Agency Issues 1,355,442 1,355,437
Cash and cash equivalents 3,479 3,479
Interest receivable 22,100 22,100
1,506,746 1,502,163
TOTAL $112,764,656 $109,302,563
=========== ===========
-18-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION
<CAPTION>
Fixed Vanguard Multi- TRINOVA
Income Mutual Asset Stock
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $78,970,304 $14,854,670 $13,743,638 $3,010,500
ADDITIONS
Contributions
Employees 5,079,428 2,425,627 1,497,855 241,717
Employer 3,196,271 1,182,975 791,758 463,079
8,275,699 3,608,602 2,289,613 704,796
Net investment income
Interest earned 5,993,399 9,734 1,073
Dividends received 888,057 97,369
Realized gain on sales
of investments
Aggregate proceeds 266,858 369,077 1,039,622
Aggregate costs 168,128 809,560
266,858 200,949 230,062
Other - principally unrealized gains
(losses) on investments 1,329,386 1,542,599 1,246,678
5,993,399 2,484,301 1,753,282 1,575,182
14,269,098 6,092,903 4,042,895 2,279,978
DEDUCTIONS
Benefits paid to participants 5,711,426 1,058,461 1,099,824 195,390
Investment management fees 23,961 97,073
Other - principally net transfers
among investment funds and net
transfers to benefit plans
of affiliated companies 2,336,262 (2,596,300) (517,548) 873,516
8,047,688 (1,513,878) 679,349 1,068,906
NET ADDITIONS (DEDUCTIONS) 6,221,410 7,606,781 3,363,546 1,211,072
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $85,191,714 $22,461,451 $17,107,184 $4,221,572
========== ========== ========== =========
</TABLE>
-19-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $1,504,769 $3,399,238 $1,877,754 $117,360,873
ADDITIONS
Contributions
Employees 546,224 236,553 10,027,404
Employer 269,326 (270,533) 5,632,876
815,550 (33,980) 15,660,280
Net investment income
Interest earned 104,544 282,916 6,391,666
Dividends received 985,426
Realized gain on sales
of investment
Aggregate proceeds 7,802,081 9,477,638
Aggregate costs 7,757,502 8,735,190
44,579 742,448
Other - principally unrealized gains
(losses) on investments (24,110) 4,094,553
125,013 282,916 12,214,093
940,563 282,916 (33,980) 27,874,373
DEDUCTIONS
Benefits paid to participants 231,668 8,296,769
Investment management fees 2,367 123,401
Other - principally net transfers
among investment funds and net
transfers to benefit plans
of affiliated companies (306) 135,612 231,236
233,729 135,612 8,651,406
NET ADDITIONS (DEDUCTIONS) 706,834 147,304 (33,980) 19,222,967
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $2,211,603 $ 3,546,542 $ 1,843,774 $136,583,840
========= ========== ========== ===========
</TABLE>
-20-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Fixed Vanguard Multi- TRINOVA
Income Mutual Asset Stock
Fund Funds Fund Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $78,014,727 $ 7,288,326 $ 9,121,745 $2,372,735
ADDITIONS
Contributions
Employees 5,680,998 2,151,107 1,459,082 303,800
Employer 3,445,947 1,070,223 804,643 492,971
9,126,945 3,221,330 2,263,725 796,771
Net investment income
Interest earned 5,883,491 3,759 13,387 3,280
Dividends received 500,515 96,763
Realized gains (losses) on sales
of investments
Aggregate proceeds 5,837,451 217,321 616,088
Aggregate cost 5,330,310 169,018 626,764
507,141 48,303 (10,676)
Other - principally unrealized gains
(losses) on investments (88,079) 1,057,882 164,733
5,883,491 923,336 1,119,572 254,100
15,010,436 4,144,666 3,383,297 1,050,871
DEDUCTIONS
Benefits paid to participants 6,534,521 817,108 683,466 262,292
Investment management fees 350 18,675 64,017 6,527
Other - principally net transfers
among investment funds and net
transfers to benefit plans
of affiliated companies 7,519,988 (4,257,461) (1,986,079) 144,287
14,054,859 (3,421,678) (1,238,596) 413,106
NET ADDITIONS 955,577 7,566,344 4,621,893 637,765
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $78,970,304 $14,854,670 $13,743,638 $3,010,500
========== ========== ========== =========
</TABLE>
-21-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ $2,608,499 $1,845,065 $101,251,097
ADDITIONS
Contributions
Employees 457,653 (135,570) 9,917,070
Employer 243,819 168,259 6,225,862
701,472 32,689 16,142,932
Net investment income
Interest earned 57,483 287,717 6,249,117
Dividends received 597,278
Realized gains (losses) on sales
of investments
Aggregate proceeds 2,594,695 9,265,555
Aggregate cost 2,589,933 8,716,025
4,762 549,530
Other - principally unrealized gains
(losses) on investments 4,982 1,139,518
67,227 287,717 8,535,443
768,699 287,717 32,689 24,678,375
DEDUCTIONS
Benefits paid to participants 56,128 8,353,515
Investment management fees 789 90,358
Other - principally net transfers
among investment funds and net
transfers to benefit plans
of affiliated companies (792,987) (503,022) 124,726
(736,070) (503,022) 8,568,599
NET ADDITIONS 1,504,769 790,739 32,689 16,109,776
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $1,504,769 $3,399,238 $1,877,754 $117,360,873
========== ========== =========== ============
</TABLE>
-22-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Fixed Multi-
Clearing Income Index Asset
Account Fund Fund Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 30, 1990 $ $72,298,939 $5,504,271 $7,080,547
ADDITIONS
Contributions
Employees 3,399,918 3,694,394 433,341 539,741
Employer 2,816,104 1,820,928 186,987 260,984
6,216,022 5,515,322 620,328 800,725
Net investment income
Interest earned 53,964 6,425,439 6,474 11,059
Dividends received 119,448
Realized gains (losses) on sales
of investments
Aggregate proceeds 7,388,880 1,478,215
Aggregate cost 5,281,766 1,108,194
2,107,114 370,021
Other - principally unrealized gains
(losses) on investments
(557,933) 1,123,695
53,964 6,425,439 1,675,103 1,504,775
6,269,986 11,940,761 2,295,431 2,305,500
DEDUCTIONS
Benefits - paid to participants 6,633,164 3,562,325 152,949 59,792
Investment management fees 42,668 18,782 50,129
Other - principally net transfers among
investment funds and net transfers to
benefit plans of affliated companies (363,178) 2,619,980 339,645 154,381
6,269,986 6,224,973 511,376 264 302
NET ADDITIONS 5,715,788 1,784,055 2,041,198
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ $ 78,014,727 $7,288,326 $9,121,745
========== =========== ========= =========
</TABLE>
-23-
<PAGE>
<TABLE>
NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
1991 - Page 2
<CAPTION>
TRINOVA
Stock Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 30, 1990 $1,276,748 $ $1,373,244 $ 87,533,749
ADDITIONS
Contributions
Employees 237,479 348,302 8,653,175
Employer 465,045 123,519 5,673,567
702,524 471,821 14,326,742
Net investment income
Interest earned 12,088 132,543 6,641,566
Dividends received 65,967 185,415
Realized gains (losses) on sales
of investments
Aggregate proceeds 384,132 9,251,227
Aggregate cost 401,832 6,791,792
(17,700) 2,459,435
Other - principally unrealized gains
(losses) on investments (18,857) 546,905
41,498 132,543 9,833,321
744,022 132,543 471,821 24,160,063
DEDUCTIONS
Benefits - paid to participants 69,569 10,477,799
Investment management fees 6,196 117,775
Other - principally net transfers among
investment funds and net transfers to
benefit plans of affliated companies (427,730) (2,475,957) (152,859)
(351,965) (2,475,957) 10,442,715
NET ADDITIONS 1,095,987 2,608,500 471,821 13,717,348
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $2,372,735 $2,608,500 $1,845,065 $101,251,097
========= ========= ========= ===========
</TABLE>
-24-
<PAGE>
<TABLE>
NOTE 8 - VANGUARD MUTUAL
A summary of the activity within the separate Vanguard Mutual Fund options
for the year ended December 31, 1993 is as follows:
<CAPTION>
Morgan Growth Index Windsor International
Fund Fund Fund Growth Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLANS BENEFITS
AT DECEMBER 31, 1992 2,202,911 9,038,179 2,510,635 1,145,335
Contributions and transfers
from other investment options 1,214,827 3,485,472 1,795,325 1,077,255
Net investment income
Dividends received 318,245 282,376 256,104 31,332
Realized gains 24,896 184,436 43,380 14,146
Unrealized gains/(losses) (150,187) 517,610 146,480 815,483
192,954 984,422 445,964 860,961
Net Intra-Vanguard transfers (396,813) (1,034,489) 429,451 1,001,851
1,010,968 3,435,405 2,670,740 2,940,067
Benefit payments and transfers to
other investment options 426,995 1,526,507 364,113 168,388
Expenses 3,623 13,155 4,568 2,615
430,618 1,539,662 368,681 171,003
NET ADDITIONS (DEDUCTIONS) 580,350 1,895,743 2,302,059 2,769,064
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 2,783,261 10,933,922 4,812,694 3,914,399
========= ========== ========= =========
</TABLE>
25-
<PAGE>
<TABLE>
NOTE 8 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefit Vanguard
Cash Account Payable Option
<S> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLANS BENEFITS
AT DECEMBER 31, 1992 18,536 (60,926) 14,854,670
Contributions and transfers
from other investment options 7,572,879
Net investment income
Dividends received 888,057
Realized gains 266,858
Unrealized gains/(losses) 1,329,386
2,484,301
Net Intra-Vanguard transfers
10,057,180
Benefit payments and transfers to
other investment options 1,361 (60,926) 2,426,438
Expenses 23,961
1,361 (60,926) 2,450,399
NET ADDITIONS (DEDUCTIONS) (1,361) 60,926 7,606,781
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 17,175 0 22,461,451
========= =========== ==========
</TABLE>
-26-
<PAGE>
<TABLE>
NOTE 8 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Morgan
International
Growth Fund Index Fund Windsor II Fund Growth Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ $7,287,650 $ $
Contributions and transfers from
other investment options 1,600,985 6,081,338 1,648,392 949,130
Net investment income
Interest earned 506 1,348 383 369
Dividends received 113,535 257,734 104,544 24,702
Realized gains/(losses) (7,877) 513,178 12,021 (10,181)
Unrealized gains/(losses) 50,428 (146,234) 89,802 (82,075)
156,592 626,026 206,750 (67,185)
Net Intra-Vanguard transfers 749,642 (2,443,272) 1,177,446 516,184
2,507,219 4,264,092 3,032,588 1,398,129
Benefit payments and transfers to
other investment options 301,809 2,503,359 519,217 251,164
Expenses 2,499 10,204 2,736 1,630
304,308 2,513,563 521,953 252,794
NET ADDITIONS (DEDUCTIONS) 2,202,911 1,750,529 2,510,635 1,145,335
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $2,202,911 $9,038,179 $2,510,635 $1,145,335
========= ========= ========= =========
</TABLE>
-27-
<PAGE>
<TABLE>
NOTE 8 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefits Vanguard
Cash Account Payable Mutual Fund
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ 8,556 $(7,880) $ 7,288,326
Contributions and transfers from
other investment options 10,433 10,290,278
Net investment income
Interest earned 1,153 3,759
Dividends received 500,515
Realized gains/(losses) 507,141
Unrealized Gains/(losses) (88,079)
1,153 923,336
Net Intra-Vanguard transfers
11,586 11,213,614
Benefit payments and transfers to
other investment options 53,046 3,628,595
Expenses 1,606 18,675
1,606 53,046 3,647,270
NET ADDITIONS (DEDUCTIONS) 9,980 (53,046) 7,566,344
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $18,536 ($60,926) $14,854,670
======= ======= ===========
</TABLE>
-28-
EXHIBIT INDEX
Exhibit
Number Page
(1) Consent of Independent Auditors 30
-29-
Exhibit (1)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-9127 on Form S-3 dated August 28, 1987,
Registration Statement No. 33-19555 on Form S-3 dated January 15, 1988, Post-
Effective Amendment No. 2 to Registration Statement No. 33-14682 on Form S-8
dated April 28, 1989, Post-Effective Amendment No. 2 to Registration Statement
No. 33-17871 on Form S-8 dated April 28, 1989, Registration Statement No.
33-28638 on Form S-8 dated May 10, 1989, Registration Statement No. 33-31601
on Form S-8 dated October 20, 1989, Registration Statement No. 33-41840 on
Form S-8 dated July 26, 1991, Registration Statement No. 33-41841 on Form S-8
dated July 26, 1991, and Registration statement No. 33-54059 on Form S-8 dated
June 10, 1994 of our report dated June 17, 1994 with respect to the financial
statements of Vickers, Incorporated Retirement Savings and Profit Sharing Plan
included in the Annual Report (Form 11-K) for the plan year ended December 31,
1993.
/S/ ERNST & YOUNG
Toledo, Ohio
June 28, 1994
-30-
