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 plan period ended March 31, 1994
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 29 pages.
The cover page is located on page 1.
The Exhibit Index is located on page 28.
<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 Assets Available for
Plan Benefits 4
Statements of Changes in Assets Available
for Plan Benefits 5
Notes to Financial Statements 6
Exhibit
The following exhibit is filed herewith:
Exhibit
Number
(23) 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
September 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 assets available for plan
benefits of the Vickers, Incorporated Retirement Savings and Profit Sharing
Plan as of March 31, 1994 and December 31, 1993 and the related statements of
changes in assets available for plan benefits for the three month period ended
March 31, 1994 and each of the two 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 assets available for plan benefits of the Plan at
March 31, 1994 and December 31, 1993, and the changes in its assets available
for plan benefits for the three month period ended March 31, 1994 and each of
the two years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Toledo, Ohio
September 2, 1994
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<PAGE>
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
March 31 December 31
1994 1993
[Note 1]
ASSETS
Contributions receivable from employer $ 1,394,488
Contributions receivable from employees 449,286
Loans receivable from plan participants 3,546,542
Value of interest in Master Trust - Note 7
Fixed Income Fund 85,191,714
Vanguard Mutual Funds 22,461,451
Multi-Asset Fund 17,107,184
TRINOVA Stock Fund 4,221,572
Government Securities Fund 2,211,603
131,193,524
ASSETS AVAILABLE FOR
PLAN BENEFITS $ 0 $136,583,840
======== ============
See accompanying notes
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<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
VICKERS INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
<CAPTION>
Three Months
Ended
March 31 Year Ended December 31
1994 1993 1992
<S> <C> <C> <C>
ADDITIONS
Contributions by employees $2,743,764 $10,027,404 $9,917,070
Contributions by employer 1,229,434 5,632,876 6,225,862
Net investment income
Interest earned 1,507,619 6,391,666 6,249,117
Dividends 141,444 985,426 597,278
Realized gains on sales
of investments 4,631,724 742,448 549,530
Other - principally unrealized
gains (losses) on investments (5,536,280) 4,094,553 1,139,518
744,507 12,214,093 8,535,443
4,717,705 27,874,373 24,678,375
DEDUCTIONS
Benefits paid to participants 2,262,136 8,296,769 8,353,515
Investment management fees 61,162 123,401 90,358
Net transfers to affiliated
benefit plans [Note 1] 138,978,247 231,236 124,726
141,301,545 8,651,406 8,568,599
NET ADDITIONS (DEDUCTIONS) (136,583,840) 19,222,967 16,109,776
Assets available for plan benefits
at beginning of period 136,583,840 117,360,873 101,251,097
ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF PERIOD $ 0 $136,583,840 $117,360,873
============ ============ ============
<FN>
See accompanying notes
</FN>
</TABLE>
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<PAGE>
NOTES TO FINANCIAL STATEMENTS
VICKERS, INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
MARCH 31, 1994
NOTE 1 - PLAN MERGER
At March 31, 1994, the Vickers, Incorporated Retirement Savings and
Profit Sharing Plan (the "Plan") and its assets available for plan benefits
were merged into the TRINOVA Corporation Retirement Savings and Profit-Sharing
Plan (the "TRINOVA Plan"), formerly the TRINOVA Corporation Retirement Savings
and Profit Sharing Plan for Corporate Employees. The operation and provisions
of the TRINOVA Plan are substantially the same as those under the Plan. The
assets available for plan benefits merged into the TRINOVA Plan amounted to
$138,899,491 and have been included in net transfers to affiliated benefit
plans in the statement of changes in assets available for plan benefits for
the three-month period ended March 31, 1994.
Additionally, Hazlehurst and Associates was terminated as recordkeeper
of the plan assets and The Vanguard Group was added as trustee and
recordkeeper for the TRINOVA Plan.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounting records of 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.
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<PAGE>
NOTE 3 - 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
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. Twenty-five
percent of each participant's profit-sharing allocation is automatically
invested in the TRINOVA Stock Fund.
(1) TRINOVA Stock Fund, selected by 3,451 and 3,292 participants at
March 31, 1994 and December 31, 1993, 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,
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<PAGE>
NOTE 3 - DESCRIPTION OF PLAN (Continued)
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 3,267 and 3,401 participants at
March 31, 1994 and December 31, 1993, respectively, is invested in
insurance company investment contracts, bank investment contracts and
their 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 1,741 and 1,571 participants at
March 31, 1994 and December 31, 1993, 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. This investment option was terminated effective March
31, 1994. Cash and cash equivalents from the liquidation of the fund's
shares will be transferred to the Vanguard Star Fund, which is a new
investment option under the TRINOVA Plan.
(4) Government Securities Fund, selected by 498 and 530
participants at March 31, 1994 and December 31, 1993 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. This investment option was terminated
effective March 31, 1994. Cash and cash equivalents from the liquidation
of the fund's shares will be transferred to the Vanguard Money Market
Reserve - U.S. Treasury Portfolio Funds, which is a new investment option
under the TRINOVA Plan.
(5) Vanguard Funds, selected by 1,937 and 1,626 participants at
March 31, 1994 and December 31, 1993, 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.
-8-
<PAGE>
NOTE 3 - DESCRIPTION OF PLAN (Continued)
(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.
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 4 - 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 4 - 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.
NOTE 5 - 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
has been 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.
NOTE 6 - 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
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<PAGE>
NOTE 6 - TAX EFFECTS ON PLAN PARTICIPANTS (Continued)
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
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 7 - 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"). The Master Trust holds the investment assets for the Plan and other
designated defined contribution plans of Vickers, its parent TRINOVA and
TRINOVA's other subsidiary. The following table presents the fair values of
investments for the Master Trust:
March 31 December 31
1994 1993
Investments at Fair Value:
Fixed Income Fund $253,510,747 $303,865,565
Vanguard Mutual Funds 72,165,164 46,310,371
Multi-Asset Funds 67,262,443 46,920,647
TRINOVA Stock Fund 15,786,370 12,317,310
Government Securities Fund 3,501,026 3,572,450
$412,225,750 $412,986,343
============ ============
Net investment income of the Master Trust is as follows:
Three Months
Ended
March 31 Year Ended December 31
1994 1993 1992
Net investment income:
Interest Earned $ 5,410,175 $21,924,851 $23,821,843
Dividends 172,192 2,182,874 1,345,912
Realized gains 12,116,175 1,758,587 1,388,865
Other - principally
unrealized gains (losses) (13,921,145) 10,234,251 2,922,290
$ 3,777,397 $36,100,563 $29,478,910
=========== =========== ===========
At March 31, 1994 the assets of the Plan were merged into the TRINOVA
Plan,therefore,the Plan has zero interest in the net assets of the Master
Trust at that date. At December 31, 1993, the Plan's interest in the net
assets of the Master Trust was approximately 31.8 percent. 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 7 - VALUE OF INTEREST IN MASTER TRUST (Continued)
Fair values and cost of the Plan's interest in the 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 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 6,112,030 6,112,030
Interest receivable 7,471 7,471
85,191,714 85,191,714
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<PAGE>
NOTE 7 - VALUE OF INTEREST IN MASTER TRUST (Continued)
VANGUARD MUTUAL FUND
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 2,211,603
TOTAL $131,193,524 $123,949,251
=========== ===========
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<PAGE>
NOTE 7 - 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 of Rehabilitation 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 $1,910,628, 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 of
Rehabilitation 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.
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<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION
<CAPTION>
Fixed Vanguard Multi- TRINOVA
Income Mutual Asset Stock
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $85,191,714 $22,461,451 $17,107,184 $4,221,572
ADDITIONS
Contributions
Employees 1,301,910 830,486 462,281 66,144
Employer 1,164,300 503,173 342,058 337,661
2,466,210 1,333,659 804,339 403,805
Net investment income (losses)
Interest earned 1,396,577 20,815 450
Dividends 117,691 23,753
Realized gains on sales
of investments
Aggregate proceeds 164,547 19,020,481 353,631
Aggregate costs 14,608,450 243,321
164,547 4,412,031 110,310
Other - principally unrealized gains
(losses) on investments (1,430,710) (4,443,749) 326,330
1,396,577 (1,148,472) (10,903) 460,843
3,862,787 185,187 793,436 864,648
DEDUCTIONS
Benefits paid to participants 1,574,967 326,807 194,114 50,400
Investment management fees 6,221 54,245
Net transfers among investment funds
and net transfers to benefit plans
of affiliated companies 87,479,534 22,313,610 17,652,261 5,035,820
89,054,501 22,646,683 17,900,620 5,086,220
NET ADDITIONS (DEDUCTIONS) (85,191,714) (22,461,451) (17,107,184) (4,221,572)
ASSETS AVAILABLE FOR PLAN BENEFITS
AT MARCH 31, 1994 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== ==========
</TABLE>
-16-
<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $2,211,603 $3,546,542 $1,843,774 $136,583,840
ADDITIONS
Contributions
Employees 149,288 (66,345) 2,743,764
Employer 93,018 (1,210,776) 1,229,434
242,306 (1,277,121) 3,973,198
Net investment income
Interest earned 29,470 60,307 1,507,619
Dividends 141,444
Realized gains (losses) on sales
of investments
Aggregate proceeds 2,116,890 21,655,549
Aggregate costs 2,172,054 17,023,825
(55,164) 4,631,724
Other - principally unrealized gains
(losses) on investments 11,849 (5,536,280)
(13,845) 60,307 744,507
228,461 60,307 (1,277,121) 4,717,705
DEDUCTIONS
Benefits paid to participants 115,848 2,262,136
Investment management fees 696 61,162
Net transfers among investment
and net transfers to benefit plans
of affiliated companies 2,323,520 3,606,849 566,653 138,978,247
2,440,064 3,606,849 566,653 141,301,545
NET ADDITIONS (DEDUCTIONS) (2,211,603) (3,546,542) (1,843,774) (136,583,840)
ASSETS AVAILABLE FOR PLAN BENEFITS
AT MARCH 31, 1994 $ 0 $ 0 $ 0 $ 0
========== =========== =========== ============
</TABLE>
-17-
<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Fixed Vanguard Multi- TRINOVA
Income Mutual Asset Stock
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
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 888,057 97,369
Realized gains 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
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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $85,191,714 $22,461,451 $17,107,184 $4,221,572
========== ========== ========== =========
</TABLE>
-18-
<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
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 985,426
Realized gains on sales
of investments
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
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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $2,211,603 $ 3,546,542 $ 1,843,774 $136,583,840
========= ========== ========== ===========
</TABLE>
-19-
<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Fixed Vanguard Multi- TRINOVA
Income Mutual Asset Stock
Fund Funds Fund Fund
<S> <C> <C> <C> <C>
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 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
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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $78,970,304 $14,854,670 $13,743,638 $3,010,500
========== ========== ========== =========
</TABLE>
-20-
<PAGE>
<TABLE>
NOTE 8 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contribution
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
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 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
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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $1,504,769 $3,399,238 $1,877,754 $117,360,873
========== ========== =========== ============
</TABLE>
-21-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUNDS
A summary of the activity within the separate Vanguard Mutual Fund options
for the three month period ended March 31, 1994 is as follows:
<CAPTION>
Morgan Growth Index Windsor International
Fund Fund Fund Growth Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE
FOR PLANS BENEFITS
AT DECEMBER 31, 1993 $ 2,783,261 $ 10,933,922 $ 4,812,694 $ 3,914,399
Contributions and transfers
from other investment options 839,597 2,963,068 2,804,397 2,599,034
Net investment income
Dividends 28,123 89,462 44 62
Realized gains (2,597) 112,765 11,574 42,805
Unrealized gains (losses) (176,584) (710,320) (357,452) (186,354)
(151,058) (508,093) (345,834) (143 487)
Net Intra-Vanguard transfers (104,062) (694,089) 111,911 686,240
584,477 1,760,886 2,570,474 3,141,787
Benefit payments and transfers to
other investment options 79,451 334,730 117,253 131,496
Expenses 896 3,091 1,281 953
Transfer to affiliated plan 3,287,391 12,356,987 7,264,634 6,923,737
3,367,738 12,694,808 7,383,168 7,056,186
NET DEDUCTIONS (2,783,261) (10,933,922) (4,812,694) (3,914,399)
ASSETS AVAILABLE FOR PLAN BENEFITS
AT MARCH 31, 1994 $ 0 $ 0 $ 0 $ 0
========== ========== ========= ==========
</TABLE>
-22-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Vanguard
Cash Account Mutual Funds
<S> <C> <C>
ASSETS AVAILABLE
FOR PLANS BENEFITS
AT DECEMBER 31, 1993 $17,175 $22,461,451
Contributions and Other Receipts 9,206,096
Net investment income
Dividends 117,691
Realized gains 164,547
Unrealized gains(losses) (1,430,710)
(1,148,472)
Net Intra-Vanguard transfers
8,057,624
Benefit payments and transfers to
other investment options 6,704 669,634
Expenses 6,221
Transfer to affiliated plan 10,471 29,843,220
17,175 30,519,075
NET DEDUCTIONS (17,175) (22,461,451)
ASSETS AVAILABLE FOR PLAN BENEFITS
AT MARCH 31, 1994 $ 0 $ 0
========= ===========
</TABLE>
-23-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUND
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>
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 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 64,113 168,388
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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $2,783,261 $10,933,922 $4,812,694 $3,914,399
========== =========== ========== ==========
</TABLE>
-24-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefit Vanguard
Cash Account Payable Mutual Funds
<S> <C> <C> <C>
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 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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $7,175 $ 0 $2,461,451
====== =========== ==========
</TABLE>
-25-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUND (Continued)
A summary of the activity within the separate Vanguard Mutual Fund options
for the year ended December 31, 1992 is as follows:
<CAPTION>
Morgan International
Growth Fund Index Fund Windsor II Fund Growth Fund
<S> <C> <C> <C> <C>
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 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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $2,202,911 $9,038,179 $2,510,635 $1,145,335
========== ========== ========== ==========
</TABLE>
-26-
<PAGE>
<TABLE>
NOTE 9 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefits Vanguard
Cash Account Payable Mutual Fund
<S> <C> <C> <C>
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 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
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $18,536 ($60,926) $14,854,670
======= ======= ===========
</TABLE>
-27-
EXHIBIT INDEX
Exhibit
Number Page
(23) Consent of Independent Auditors 29
-28-
Exhibit (23)
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, Registration Statement No. 33-28638 on Form S-8 dated
May 10, 1989, Registration Statement No. 33-54059 on Form S-8 dated June 10,
1994, and Registration Statement No. 33-55399 on Form S-8 dated September 8,
1994, of our report dated September 2, 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 period ended March 31, 1994.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Toledo, Ohio
September 28, 1994
-29-
