FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
Commission file number 1-924
TRINOVA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
(State of Incorporation) (I.R.S. Employer
Identification No.)
3000 Strayer, Maumee, OH 43537-0050
(Address of principal executive office)
Registrant's telephone number, including area code: (419) 867-2200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of Common Shares, $5 Par Value, outstanding as of April 30, 1994,
was 28,742,439.
This document, including exhibits, contains 19 pages.
The cover page consists of 1 page.
The Exhibit Index is located on page 15.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1994
INDEX TO INFORMATION IN REPORT
TRINOVA CORPORATION
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position -
March 31, 1994 and December 31, 1993 3
Condensed Statement of Operations -
Three Months Ended March 31, 1994 and 1993 4
Condensed Statement of Cash Flows -
Three Months Ended March 31, 1994 and 1993 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 14
EXHIBIT INDEX 15
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 19
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<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
STATEMENT OF FINANCIAL POSITION
TRINOVA CORPORATION
(Dollars in thousands, except per share data)
<CAPTION>
March 31 December 31
1994 1993
---------- ----------
<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS
Cash $ 18,962 $ 20,534
Receivables 232,032 200,340
Inventories:
In-process and finished products 167,153 172,964
Raw materials and manufacturing supplies 39,261 39,382
---------- ----------
206,414 212,346
Other current assets 57,457 54,011
---------- ----------
TOTAL CURRENT ASSETS 514,865 487,231
Plants and properties 831,189 826,100
Less accumulated depreciation 449,679 439,281
---------- ----------
381,510 386,819
Other assets 93,786 98,151
---------- ----------
TOTAL ASSETS $ 990,161 $ 972,201
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 47,337 $ 60,539
Accounts payable 91,653 81,133
Income taxes 36,544 27,364
Other current liabilities 141,729 151,469
Current maturities of long-term debt 3,515 4,257
---------- ----------
TOTAL CURRENT LIABILITIES 320,778 324,762
Long-term debt 246,135 246,214
Postretirement benefits other than pensions 120,856 120,058
Deferred credits and other liabilities 24,572 22,558
Deferred income taxes 5,321 5,377
SHAREHOLDERS' EQUITY
Common stock; par value $5 a share
Authorized - 100,000,000 shares
Outstanding - 28,740,929 and 28,405,880 shares,
respectively (after deducting 5,468,967 and
5,804,016 shares, respectively, in treasury) 143,704 142,029
Additional paid-in capital 9,137 2,157
Retained earnings 147,023 138,628
Currency translation adjustments (27,365) (29,582)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 272,499 253,232
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 990,161 $ 972,201
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF OPERATIONS
TRINOVA CORPORATION
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------
1994 1993
---------- ----------
<S> <C> <C>
Net sales $ 439,831 $ 429,169
Cost of products sold 331,366 330,938
---------- ----------
MANUFACTURING INCOME 108,465 98,231
Selling and general administrative expenses 62,047 64,672
Engineering, research and development expenses 14,026 15,053
---------- ----------
OPERATING INCOME 32,392 18,506
Interest expense (5,741) (6,730)
Other-net (6,177) (2,442)
---------- ----------
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE 20,474 9,334
Income taxes 7,200 3,700
---------- ----------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE 13,274 5,634
Cumulative effect to January 1, 1993,
of accounting change, net of income
tax benefit - (70,229)
---------- ----------
NET INCOME (LOSS) $ 13,274 $ (64,595)
========== ==========
INCOME (LOSS) PER SHARE
Income before cumulative effect
of accounting change $ .46 $ .20
Cumulative effect of accounting
change, net of income tax benefit - (2.48)
---------- ----------
NET INCOME (LOSS) PER SHARE $ .46 $ (2.28)
========== ==========
Cash dividends per common share $ .17 $ .17
========== ==========
Average shares outstanding 30,745 28,296
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF CASH FLOWS
TRINOVA CORPORATION
(In thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
--------------------
1994 1993
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 13,274 $ (64,595)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Cumulative effect of accounting change net
of income tax benefit - 70,229
Depreciation 15,158 15,295
Changes in working capital elements,
other than debt (16,608) (7,611)
Restructuring proceeds (payments) 3,287 (4,829)
Other 5,313 3,263
---------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 20,424 11,752
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (11,718) (13,120)
Other 834 (676)
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (10,884) (13,796)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-and long-term debt (13,541) 3,481
Cash dividends (4,879) (4,803)
Stock issuance 8,655 183
---------- ----------
NET CASH USED BY FINANCING ACTIVITIES (9,765) (1,139)
Effect of exchange rate changes on cash (1,347) (1,614)
---------- ----------
DECREASE IN CASH (1,572) (4,797)
Cash at beginning of period 20,534 26,269
---------- ----------
CASH AT END OF PERIOD $ 18,962 $ 21,472
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</TABLE>
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<PAGE>
NOTES TO FINANCIAL STATEMENTS
TRINOVA CORPORATION
Note 1 - Basis of Presentation
The accompanying financial statements for the interim periods are unaudited.
In the opinion of management, all adjustments necessary for a fair statement
of the results for the interim periods included herein have been made. It is
suggested that these financial statements be read in conjunction with the
audited 1993 financial statements and notes thereto included in TRINOVA
Corporation's most recent annual report.
Note 2 - Postretirement Benefits Other than Pensions
The Company adopted Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions," in
the 1993 first quarter and recognized the transition obligation as the
cumulative effect of a change in accounting principle resulting in a non-cash
charge to income of $113.2 million pretax, $70.2 million after tax, or $2.48
per share.
Note 3 - Income (Loss) per Share
Income (loss) per share is computed using the average number of common shares
outstanding, including common stock equivalents. The assumed conversion of
the Company's 6 percent convertible debentures was included in average shares
outstanding for the three months ended March 31, 1994, increasing the average
number of shares outstanding by 1,904,762 shares. For purposes of computing
net income per share for the three months ended March 31, 1994, net income was
increased for the after-tax equivalent of interest expense on the 6 percent
convertible debentures. The assumed conversion of the 6 percent convertible
debentures was not included in average shares outstanding for the three months
ended March 31, 1993, because the effect of the inclusion would have been
anti-dilutive.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
<TABLE>
FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS
Analysis of Operations
First Quarter 1994 Compared with First Quarter 1993
The following data provide highlights for the 1994 first quarter compared with
the 1993 first quarter.
<CAPTION>
Percent
(dollars in thousands, First Quarter Increase
except per share data) 1994 1993 (Decrease)
<S> <C> <C> <C>
CONSOLIDATED
Net sales $ 439,831 $ 429,169 2.5%
Manufacturing income 108,465 98,231 10.4
Manufacturing margin 24.7% 22.9%
Operating income 32,392 18,506 75.0
Operating margin 7.4% 4.3%
Income before cumulative effect
of accounting change 13,274 5,634 135.6
Cumulative effect to January 1, 1993,
of accounting change, net of income
tax benefit - (70,229)
Net income (loss) 13,274 (64,595)
Income (Loss) per Share
Income before cumulative effect
of accounting change .46 .20 130.0
Cumulative effect of accounting
change, net of income tax benefit - (2.48)
Net income (loss) per share .46 (2.28)
INDUSTRIAL
Net sales 232,768 221,770 5.0
Operating income 16,772 4,354 285.2
Operating margin 7.2% 2.0%
Order backlog at March 31 164,661 153,411 7.3
AUTOMOTIVE
Net sales 128,564 117,606 9.3
Operating income 13,945 11,836 17.8
Operating margin 10.8% 10.1%
AEROSPACE & DEFENSE
Net sales 78,499 89,793 (12.6)
Operating income 6,501 7,006 (7.2)
Operating margin 8.3% 7.8%
Order backlog at March 31 273,327 295,769 (7.6)
</TABLE>
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<PAGE>
Analysis of Operations - Continued
First-quarter 1994 sales increased $10.7 million, or 2.5 percent, over the
1993 first quarter. Industrial and automotive sales increased 5 percent and
9.3 percent, respectively, while aerospace & defense sales declined 12.6
percent. U.S. sales increased $18.9 million, or 6.9 percent, over the prior
year, while non-U.S. sales, principally Europe, declined $8.2 million, or 5.2
percent. The effects of exchange rate changes and dispositions of certain
product lines lowered first-quarter 1994 sales by nearly $10 million.
Industrial sales increased $11 million over the prior year. Continued
strengthening in U.S. industrial markets, especially with off-highway
equipment manufacturers and distributors, contributed to a 12 percent increase
in U.S. sales for the quarter. Non-U.S. sales, however, were nearly 7 percent
lower than the 1993 first quarter as industrial markets in Europe remained
weak. As a result of strong first-quarter 1994 order intake, order backlog
increased to $164.7 million at March 31, 1994, an increase of $11.3 million,
or 7.3 percent, over the 1993 first quarter.
First-quarter 1994 automotive sales were a record and were $11 million, or 9.3
percent, over the 1993 first quarter. The U.S. auto market was especially
strong, led by record-setting sales of trucks, vans and sport utility
vehicles. As a result, the Company's sales in the U.S. automotive market
increased 24 percent over the prior year. The Company's first-quarter 1994
sales in the European automotive markets, however, were down nearly 5 percent
from the prior-year's first quarter as sales declines in Germany offset
improving sales in the U.K.
Aerospace & defense sales were $11.3 million, or 12.6 percent, lower than 1993
first-quarter sales. Due to low levels of U.S. defense spending and
commercial aircraft production, aerospace & defense sales declined throughout
1993. First-quarter 1994 sales were, however, slightly higher than 1993
fourth-quarter sales. Order backlog of $273.3 million was $22.4 million, or
7.6 percent, lower than at March 31, 1993.
Consolidated manufacturing income and margin improved over the 1993 first
quarter. Manufacturing margin improved for each of the three business
segments, resulting in consolidated manufacturing margin that increased to
24.7 percent in the 1994 first quarter compared with 22.9 percent in the 1993
first quarter. This margin improvement reflects the benefits of the Company's
continued commitment to cost reduction through improvements to manufacturing
and distribution processes and through reductions in personnel. In addition,
manufacturing margin benefitted from increased sales, both from higher volume
and selective price increases. Liquidation of LIFO inventory quantities
increased manufacturing income, principally industrial, by $700,000 in the
1994 first quarter compared with $1.9 million in the 1993 first quarter.
Selling and general administrative and engineering, research and development
expenses (operating expenses) in the 1994 first quarter were $3.7 million
lower than the comparable 1993 period. Operating expenses as a percent of
sales were 17.3 percent in the 1994 first quarter compared with 18.6 percent
in the 1993 first quarter, reflecting the benefits of initiatives which were
aggressively pursued throughout 1993 to reduce operating expenses.
-8-
<PAGE>
Analysis of Operations - Continued
Interest expense in 1994 was $1 million lower than in the 1993 first quarter,
reflecting the effect of lower average debt levels in 1994. Other-net
deductions were $3.7 million higher in 1994 due, in part, to higher exchange
losses related to Brazil.
Net income amounted to $13.3 million, or 46 cents per share, in the 1994 first
quarter compared with $5.6 million, or 20 cents per share, in the 1993 first
quarter before cumulative effect of accounting change. The Company adopted
Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other than Pensions," in the 1993 first quarter
and recognized the transition obligation as the cumulative effect of a change
in accounting principle resulting in a charge to income of $113.2 million
pretax, $70.2 million after tax, or $2.48 per share. First-quarter 1993 net
loss amounted to $64.6 million, or $2.28 per share.
Liquidity, Working Capital and Capital Investment
Cash provided by operating activities for the 1994 first quarter totaled $20.4
million compared with $11.8 million in the 1993 first quarter. The increased
cash flow was principally the result of stronger earnings in 1994. Increased
receivables contributed to higher working capital requirements which were
partially offset by restructuring proceeds from the 1994 first-quarter sales
of businesses totaling $9 million. Dividend payments remained unchanged at 17
cents per share for the quarter. Debt payments totaled $13.5 million in the
1994 first quarter and the debt-to-capitalization ratio (debt divided by debt
plus equity) improved from 55.1 percent at December 31, 1993, to 52.2 percent
at March 31, 1994.
Under terms of its revolving credit agreements with several U.S. and non-U.S.
banks, the Company may borrow up to $155 million. These agreements are
renewable annually, are intended to support the Company's commercial paper
borrowings and, to the extent not so utilized, provide domestic borrowings.
The remaining borrowing capacity under these arrangements at March 31, 1994
was $135.4 million. In addition, the Company has uncommitted arrangements
with various banks to provide short-term financing as necessary. The Company
expects that cash flow from operating activities and available short-term
financing arrangements will be sufficient to meet normal operating
requirements over the near term.
-9-
<PAGE>
PART II - OTHER INFORMATION
TRINOVA CORPORATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 21, 1994, in Maumee,
Ohio, the shareholders elected directors, ratified and separately
approved the TRINOVA Corporation 1994 Stock Incentive Plan, and ratified
the employment of Ernst & Young as TRINOVA's independent auditors for
1994. The following is a tabulation of all votes timely cast in person
or by proxy by shareholders of TRINOVA for the annual meeting:
To elect directors:
WITHHOLD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
Darryl F. Allen 24,426,864 194,120 0
Purdy Crawford 24,456,289 164,695 0
Delmont A. Davis 24,457,267 163,717 0
David R. Goode 24,457,333 163,651 0
Paul A. Ormond 24,455,351 165,633 0
John P. Reilly 24,455,687 165,297 0
Robert H. Spilman 24,453,589 167,395 0
William R. Timken, Jr. 24,454,731 166,253 0
To ratify and separately approve the TRINOVA Corporation 1994 Stock
Incentive Plan:
FOR 21,624,602
AGAINST 2,833,968
ABSTAIN 162,414
BROKER NON-VOTES 0
To ratify the employment of Ernst & Young as TRINOVA's independent
auditors for 1994:
FOR 24,445,030
AGAINST 117,056
ABSTAIN 58,898
BROKER NON-VOTES 0
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibit is filed as part of Part I:
Exhibit (11) - Statement re: Computation of Per Share Earnings
The following exhibits are filed as part of Part II and are incorporated
by reference hereunder:
Exhibit (4)-1 First Supplemental Indenture, dated as of May 4,
1992, between TRINOVA Corporation and NBD Bank,
N.A., with respect to the issuance of $75,000,000
aggregate principal amount of TRINOVA Corporation
7.95% Notes Due 1997, filed as Exhibit (4)-1 to Form
SE filed on May 6, 1992
Exhibit (4)-2 7.95% Notes Due 1997, issued pursuant to the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank, N.A. (formerly
National Bank of Detroit), as supplemented by the
First Supplemental Indenture, dated as of May 4,
1992, between TRINOVA Corporation and NBD Bank,
N.A., filed as Exhibit (4)-2 to Form SE filed on May
6, 1992
Exhibit (4)-3 Officers' Certificate of TRINOVA Corporation, dated
May 4, 1992, pursuant to Section 2.01 of the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank, N.A. (formerly
National Bank of Detroit), as supplemented by the
First Supplemental Indenture, dated as of May 4,
1992, between TRINOVA Corporation and NBD Bank,
N.A., filed as Exhibit (4)-3 to Form SE filed on May
6, 1992
Exhibit (4)-4 Rights Agreement, dated January 26, 1989, between
TRINOVA Corporation and First Chicago Trust Company
of New York filed as Exhibit (2) to Form 8-A filed
on January 27, 1989, as amended by the First
Amendment to Rights Agreement filed as Exhibit (5)
to Form 8 filed on July 1, 1992
Exhibit (4)-5 Form of Share Certificate for Common Shares, $5 par
value, of TRINOVA Corporation, filed as Exhibit (4)-
2 to Form SE filed on July 1, 1992
Exhibit (4)-6 Fiscal Agency Agreement, dated as of October 26,
1987, between TRINOVA Corporation, as Issuer, and
Bankers Trust Company, as Fiscal Agent, with respect
to $100,000,000 aggregate principal amount of
TRINOVA Corporation 6% Convertible Subordinated
Debentures Due 2002, filed as Exhibit (4)-1 to Form
SE filed on March 18, 1993
-11-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
Exhibit (4)-7 Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank, N.A. (formerly
National Bank of Detroit), with respect to the
issuance of $50,000,000 aggregate principal amount
of TRINOVA Corporation 9.55% Senior Sinking Fund
Debentures Due 2018, and the issuance of $75,000,000
aggregate principal amount of TRINOVA Corporation
7.95% Notes Due 1997, filed as Exhibit (4)-2 to Form
SE filed on March 18, 1993
Exhibit (10)-1 TRINOVA Corporation Plan for Optional Deferment of
Directors' Fees (Restated January 25, 1990), filed
as Exhibit (10)-2 to Form SE filed on March 20, 1990
Exhibit (10)-2 TRINOVA Corporation Directors' Retirement Plan
(Restated January 1, 1990), filed as Exhibit (10)-3
to Form SE filed on March 20, 1990
Exhibit (10)-3 Aeroquip Corporation Incentive Compensation Plan,
filed as Exhibit (10)-4 to Form SE filed on March
20, 1990
Exhibit (10)-4 Vickers, Incorporated Incentive Compensation Plan,
filed as Exhibit (10)-5 to Form SE filed on March
20, 1990
Exhibit (10)-5 TRINOVA Corporation Supplemental Benefit Plan
(Restated January 1, 1989), filed as Exhibit (19)-1
to Form SE filed on November 6, 1992
Exhibit (10)-6 TRINOVA Corporation 1982 Stock Option Plan, filed as
Exhibit (10)-1 to Form SE filed on March 18, 1993
Exhibit (10)-7 TRINOVA Corporation 1984 Incentive Compensation
Plan, filed as Exhibit (10)-2 to Form SE filed on
March 18, 1993
Exhibit (10)-8 TRINOVA Corporation 1987 Stock Option Plan, filed as
Exhibit (10)-3 to Form SE filed on March 18, 1993
Exhibit (10)-9 Change in Control Agreement for Officers, filed as
Exhibit (10)-4 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
executive officers of the Company are identical in
all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the officers and the dates of execution,
and as to other variations directly necessitated by
said differences)
-12-
<PAGE>
Exhibit (10)-10 Change in Control Agreement for Non-officers, filed
as Exhibit (10)-5 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
non-officer employees of the Company are identical
in all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the employees and the dates of
execution, and as to other variations directly
necessitated by said differences)
Exhibit (10)-11 TRINOVA Corporation 1994 Stock Incentive Plan, filed
as Appendix A to the proxy statement for the annual
meeting to be held on April 21, 1994
Exhibit (10)-12 TRINOVA Corporation 1989 Non-Employee Directors'
Equity Plan, filed as Exhibit (10)-12 to Form 10-K
filed on March 18, 1994
Exhibit (99(i))-1 Revolving Credit Agreements, dated as of September
30, 1992, between TRINOVA Corporation and The Bank
of Tokyo Trust Company, Chemical Bank, Citicorp
U.S.A, Dresdner Bank AG, The First National Bank of
Chicago, Morgan Guaranty Trust Company of New York,
J. P. Morgan Delaware, NBD Bank, N.A. and Union Bank
of Switzerland, filed as Exhibit (4)-1 to Form SE
filed on November 6, 1992 (The Agreements executed
by the Company and the various banks are identical
in all respects to the form of Agreement filed as an
Exhibit hereto except as to differences in the
identity of the bank and the amount of the
commitment [each as indicated in Exhibit A to the
Agreement filed herewith] and other variations
directly necessitated by said differences)
Exhibit (99(i))-2 TRINOVA Corporation Directors' Charitable Award
Program, filed as Exhibit (99(i))-2 to Form 10-K
filed on March 18, 1994
(b) There were no reports on Form 8-K filed for the quarter ended
March 31, 1994.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRINOVA CORPORATION
By /S/ DARRYL F. ALLEN
-----------------------------------------
May 10, 1994 Darryl F. Allen
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
By /S/ DAVID M. RISLEY
May 10, 1994 -----------------------------------------
David M. Risley
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
-14-
EXHIBIT INDEX
Exhibit No. Page No.
(4)-1 First Supplemental Indenture, dated as of May 4, Incorporated
1992, between TRINOVA Corporation and NBD Bank, by Reference
N.A., with respect to the issuance of
$75,000,000 aggregate principal amount of
TRINOVA Corporation 7.95% Notes Due 1997, filed
as Exhibit (4)-1 to Form SE filed on May 6, 1992
(4)-2 7.95% Notes Due 1997, issued pursuant to the Incorporated
Indenture, dated as of January 28, 1988, between by Reference
TRINOVA Corporation and NBD Bank, N.A. (formerly
National Bank of Detroit), as supplemented by
the First Supplemental Indenture, dated as of
May 4, 1992, between TRINOVA Corporation and NBD
Bank, N.A., filed as Exhibit (4)-2 to Form SE
filed on May 6, 1992
(4)-3 Officers' Certificate of TRINOVA Corporation, Incorporated
dated May 4, 1992, pursuant to Section 2.01 of by Reference
the Indenture, dated as of January 28, 1988,
between TRINOVA Corporation and NBD Bank, N.A.
(formerly National Bank of Detroit), as
supplemented by the First Supplemental
Indenture, dated as of May 4, 1992, between
TRINOVA Corporation and NBD Bank, N.A., filed as
Exhibit (4)-3 to Form SE filed on May 6, 1992
(4)-4 Rights Agreement, dated January 26, 1989, Incorporated
between TRINOVA Corporation and First Chicago by Reference
Trust Company of New York filed as Exhibit (2)
to Form 8-A filed on January 27, 1989, as
amended by the First Amendment to Rights
Agreement filed as Exhibit (5) to Form 8 filed
on July 1, 1992
(4)-5 Form of Share Certificate for Common Shares, $5 Incorporated
par value, of TRINOVA Corporation, filed as by Reference
Exhibit (4)-2 to Form SE filed on July 1, 1992
(4)-6 Fiscal Agency Agreement, dated as of October 26, Incorporated
1987, between TRINOVA Corporation, as Issuer, by Reference
and Bankers Trust Company, as Fiscal Agent, with
respect to $100,000,000 aggregate principal
amount of TRINOVA Corporation 6% Convertible
Subordinated Debentures Due 2002, filed as
Exhibit (4)-1 to Form SE filed on March 18, 1993
-15-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(4)-7 Indenture, dated as of January 28, 1988, between Incorporated
TRINOVA Corporation and NBD Bank, N.A. (formerly by Reference
National Bank of Detroit), with respect to the
issuance of $50,000,000 aggregate principal
amount of TRINOVA Corporation 9.55% Senior
Sinking Fund Debentures Due 2018, and the
issuance of $75,000,000 aggregate principal
amount of TRINOVA Corporation 7.95% Notes Due
1997, filed as Exhibit (4)-2 to Form SE filed
on March 18, 1993
(10)-1 TRINOVA Corporation Plan for Optional Deferment Incorporated
of Directors' Fees (Restated January 25, 1990), by Reference
filed as Exhibit (10)-2 to Form SE filed on
March 20, 1990
(10)-2 TRINOVA Corporation Directors' Retirement Plan Incorporated
(Restated January 1, 1990), filed as Exhibit by Reference
(10)-3 to Form SE filed on March 20, 1990
(10)-3 Aeroquip Corporation Incentive Compensation Incorporated
Plan, filed as Exhibit (10)-4 to Form SE filed by Reference
on March 20, 1990
(10)-4 Vickers, Incorporated Incentive Compensation Incorporated
Plan, filed as Exhibit (10)-5 to Form SE filed by Reference
on March 20, 1990
(10)-5 TRINOVA Corporation Supplemental Benefit Plan Incorporated
(Restated January 1, 1989), filed as Exhibit by Reference
(19)-1 to Form SE filed on November 6, 1992
(10)-6 TRINOVA Corporation 1982 Stock Option Plan, Incorporated
filed as Exhibit (10)-1 to Form SE filed on by Reference
March 18, 1993
(10)-7 TRINOVA Corporation 1984 Incentive Compensation Incorporated
Plan, filed as Exhibit (10)-2 to Form SE filed by Reference
on March 18, 1993
(10)-8 TRINOVA Corporation 1987 Stock Option Plan, Incorporated
filed as Exhibit (10)-3 to Form SE filed on by Reference
March 18, 1993
-16-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(10)-9 Change in Control Agreement for Officers, Incorporated
filed as Exhibit (10)-4 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various executive officers of the
Company are identical in all respects to the
form of Agreement filed as an Exhibit to Form SE
except as to differences in the identity of the
officers and the dates of execution, and as to
other variations directly necessitated by said
differences)
(10)-10 Change in Control Agreement for Non-officers, Incorporated
filed as Exhibit (10)-5 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various non-officer employees of
the Company are identical in all respects to
the form of Agreement filed as an Exhibit to
Form SE except as to differences in the identity
of the employees and the dates of execution, and
as to other variations directly necessitated by
said differences)
(10)-11 TRINOVA Corporation 1994 Stock Incentive Plan, Incorporated
filed as Appendix A to the proxy statement for by Reference
the annual meeting to be held on April 21, 1994
(10)-12 TRINOVA Corporation 1989 Non-Employee Directors' Incorporated
Equity Plan, filed as Exhibit (10)-12 to by Reference
Form 10-K filed on March 18, 1994
(11) Statement re: Computation of Per Share Earnings 19
(99(i))-1 Revolving Credit Agreements, dated as of Incorporated
September 30, 1992, between TRINOVA Corporation by Reference
and The Bank of Tokyo Trust Company, Chemical
Bank, Citicorp U.S.A, Dresdner Bank AG, The First
National Bank of Chicago, Morgan Guaranty Trust
Company of New York, J. P. Morgan Delaware, NBD
Bank, N.A. and Union Bank of Switzerland, filed
as Exhibit (4)-1 to Form SE filed on November 6,
1992 (The Agreements executed by the Company and
the various banks are identical in all respects
to the form of Agreement filed as an Exhibit
hereto except as to differences in the identity
of the bank and the amount of the commitment
[each as indicated in Exhibit A to the Agreement
filed herewith] and other variations directly
necessitated by said differences)
-17-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(99(i))-2 TRINOVA Corporation Directors' Charitable Award Incorporated
Program, filed as Exhibit (99(i))-2 to by Reference
Form 10-K filed on March 18, 1994
-18-
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
TRINOVA CORPORATION
(In thousands, except per share data)
Three Months Ended
March 31
--------------------------
1994 1993
---------- ----------
AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
OUTSTANDING (NOTE A)
Average shares outstanding 28,595 28,247
Assumed conversion of the 6 percent
convertible debentures 1,905 --
Net effect of dilutive stock
options based upon treasury stock
method using average market price 245 49
--------- ----------
Average shares of common stock
and common stock equivalents
outstanding 30,745 28,296
========== ==========
INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A)
Income before cumulative effect
of change in accounting principle $ 13,274 $ 5,634
After-tax eqivalent of interest expense
on the 6 percent convertible debentures 930 -
Cumulative effect of change in
accounting for postretirement
benefits other than pensions, net
of income tax benefit - (70,229)
---------- ----------
Income (loss) attributable to common stock $ 14,204 $ (64,595)
========== ==========
Income (loss) per share
Income before cumulative effect
of change in accounting principle $ .46 $ .20
Cumulative effect of change in
accounting for postretirement
benefits other than pensions - (2.48)
---------- ----------
Net Income (Loss) per Share $ .46 $ (2.28)
========== ==========
Note A - Net income (loss) per share was computed on the average number of
common shares outstanding, including common stock equivalents. In the 1994
first quarter, common stock equivalents included the assumed conversion of the
Company's 6 percent convertible debentures and income used in computing income
per share was increased for the after-tax equivalent of interest expense on
the 6 percent convertible debentures. For the 1993 first quarter, the assumed
conversion of the 6 percent convertible debentures was not included in average
shares outstanding or in income used in computing income per share because the
effect of the inclusion would have been anti-dilutive.
-19-
