As filed with the Securities and Exchange Commission on September 8, 1994
Registration No. 33-_______
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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, Ohio 43537-0050
(Address of Principal Executive Offices) (Zip Code)
TRINOVA Corporation
Retirement Savings and Profit-Sharing Plan
(Full title of the plan)
James E. Kline
Vice President and General Counsel
TRINOVA Corporation
3000 Strayer, Maumee, Ohio 43537-0050
(Name and address of agent for service)
(419) 867-2200
(Telephone number, including area code, of agent for service)
_____________________
[Cover page continued]
<PAGE>
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Calculation of Registration Fee
____________________________________________________________________________
Proposed
maximum
Title of Proposed maximum aggregate Amount of
securities to Amount to be offering price offering registration
be registered registered per unit (1) price (1) fee
____________________________________________________________________________
Common Shares,
$5 par value
per share 478,355 (2) $37.3125 $17,848,621 $6,155
____________________________________________________________________________
(1) Computed solely for purposes of determining the registration fee
pursuant to Rule 457 of Regulation C under the Securities Act of 1933,
based upon the average of the high and low prices reported in the
consolidated reporting system for transactions in the Common Shares on
the New York Stock Exchange on September 2, 1994.
(2) Estimated maximum number of Common Shares which could be purchased under
the employee benefit plan described herein for a three-year period after
the effective date of this registration statement, based upon the
proposed maximum offering price per unit. TRINOVA has previously
registered 98,986 Common Shares for sale under such plan by a
Registration Statement on Form S-8, Registration Statement No. 33-17871,
filed October 12, 1987 and amended by Post-Effective Amendment No. 2
filed April 28, 1989. All shares registered under such prior
Registration Statement have been sold.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
____________________
This registration statement, including exhibits, contains 20 pages.
The Exhibit Index is located on pages 11 and 12.
[End of cover page]
<PAGE>
-3-
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement relates to the registration of additional
Common Shares, $5 par value, of TRINOVA Corporation ("TRINOVA" or the
"Registrant") offered under the TRINOVA Corporation Retirement Savings and
Profit-Sharing Plan (the "Plan") for which a Post-Effective Amendment No. 2 to
Registration Statement No. 33-17871 on Form S-8 (filed April 28, 1989)
relating to the Plan is effective.
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration
statement the following documents filed by TRINOVA with the Securities and
Exchange Commission (File No. 1-924) pursuant to the Securities Exchange Act
of 1934:
(a) Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Plan's Annual Report on Form 11-K for the
year ended December 31, 1993.
(c) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(d) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
(e) Description of TRINOVA Common Share Rights
contained in Registration Statement on Form 8-A filed
January 27, 1989.
(f) The most recent description of TRINOVA Common
Shares contained in a registration statement filed under the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents filed by TRINOVA and the Plan with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates that all securities offered pursuant to this registration statement
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
All information appearing in this registration statement is qualified in its
entirety by the detailed information and financial statements (including the
notes thereto) appearing in the documents incorporated by reference.
<PAGE>
-4-
Item 4. Description of Securities.
The Common Shares, $5 par value, of TRINOVA to be offered under the
Plan are registered under Section 12 of the Securities Exchange Act of 1934.
Notwithstanding such registration and the description of the Common Shares
incorporated by reference in Item 3 hereof, TRINOVA has elected to describe
the Common Shares under this Item 4 as follows:
TRINOVA's Amended Articles of Incorporation, as currently in effect,
authorize the issuance of 100,000,000 Common Shares, par value $5 per share,
and 4,000,000 shares of Serial Preferred Stock without par value. The Amended
Articles of Incorporation currently fix two series of Serial Preferred Stock
and authorize the Board of Directors of TRINOVA to designate other series and
to fix certain rights, powers and preferences of any such other series,
including dividend and conversion rights, liquidation preferences, and sinking
fund and redemption provisions. No shares of Serial Preferred Stock are
currently outstanding. Subject to the preferential rights of holders of
Serial Preferred Stock and to restrictions in certain debt agreements to which
TRINOVA is a party, the holders of Common Shares are entitled to receive such
dividends as the Board may from time to time declare from funds legally
available for that purpose. The holders of Common Shares and any holders of
Serial Preferred Stock, voting together as one class, are entitled to one vote
for each share upon all matters presented generally to shareholders. Holders
of Serial Preferred Stock also have certain special class voting rights in the
event of certain dividend defaults or certain fundamental changes that could
adversely affect holders of the Serial Preferred Stock. The holders of Common
Shares have no preemptive rights to purchase or have offered to them for
purchase any Common Shares that TRINOVA may from time to time issue and offer
for sale for any purpose. The Common Shares described herein will be, when
sold, legally issued, fully paid and nonassessable.
Certificates for the Common Shares currently also evidence certain
share purchase rights (the "Rights"), which will be exercisable only upon the
happening of such events and only for such securities and on such terms and
conditions as described in a Rights Agreement between TRINOVA and First
Chicago Trust Company of New York dated as of January 26, 1989, as amended by
the First Amendment to Rights Agreement dated as of July 1, 1992. The Rights
Agreement contains certain provisions that could be contrary to the interests
of persons holding or attempting to acquire 20% or more of the Common Shares
and thus could deter a takeover attempt. A copy of the Rights Agreement was
filed with the Securities and Exchange Commission on January 27, 1989 as an
exhibit to a Registration Statement on Form 8-A. A copy of the First
Amendment to Rights Agreement was filed with the Securities and Exchange
Commission on July 1, 1992 as an exhibit to Amendment No. 1 to Form 8-A on
Form 8.
Item 6. Indemnification of Directors and Officers.
Under Article IV of the Amended Code of Regulations of TRINOVA, by
authority of Section 1701.13(E) of the Ohio Revised Code, TRINOVA is obligated
to indemnify directors, officers and salaried employees against liabilities,
fines, penalties or amounts paid in settlement actually and reasonably
incurred in connection with the defense of any pending or threatened action,
<PAGE>
-5-
suit or proceeding to which they are or may be a party by reason of service to
or at the request of TRINOVA provided that they acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
TRINOVA and, for certain claims, that certain other determinations have been
made. A copy of the Amended Code of Regulations was filed with the Securities
and Exchange Commission on March 18, 1994 as an exhibit to a Form SE. Section
1701.13(E) of the Ohio Revised Code itself provides for mandatory
indemnification of directors and officers of an Ohio corporation under certain
circumstances.
TRINOVA also maintains directors' and officers' liability insurance
which pays, subject to policy limitations and retentions, for loss arising
from any claim against a director or officer of TRINOVA or any of its wholly-
owned subsidiaries by reason of a wrongful act done in his or her respective
capacity, including breaches of duty, neglect, errors, misstatements,
misleading statements and omissions. An act brought about or contributed to
by dishonesty is excluded, as is an accounting for profits made from the
purchase or sale of TRINOVA securities within the meaning of Section 16(b) of
the Securities Exchange Act of 1934.
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
(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 Form SE filed on May 6,
1992
(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
(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
(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
(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
<PAGE>
-6-
(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
(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
(5) Neither an opinion of counsel concerning compliance with the
requirements of ERISA nor an Internal Revenue Service determination
letter that the Plan is qualified under Section 401 of the Internal
Revenue Code is included hereunder based on provisions of Item 8 of
Form S-8. The Registrant hereby undertakes to submit the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner, and to make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.
The following exhibits are filed herewith:
(23) Consent of Independent Auditors
(24) Powers of Attorney
Item 9. Undertakings.
1. The Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(2) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(3) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
<PAGE>
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Provided, however, that paragraphs (1) and (2) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
c. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
-8-
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Maumee, State of Ohio,
on September 8, 1994.
TRINOVA CORPORATION
By /S/ DARRYL F. ALLEN
Darryl F. Allen - Director, Chairman of the
Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/S/ DARRYL F. ALLEN
Darryl F. Allen 9/8/94
Director, Chairman of the (Date)
Board, President and Chief
Executive Officer
(Principal Executive Officer)
/S/ DAVID M. RISLEY
David M. Risley 9/8/94
Vice President - Finance (Date)
and Chief Financial Officer
(Principal Financial Officer)
/S/ GREGORY R. PAPP
Gregory R. Papp 9/8/94
Corporate Controller (Date)
(Principal Accounting Officer)
PURDY CRAWFORD*
Purdy Crawford* 9/8/94
Director (Date)
<PAGE>
-9-
DELMONT A. DAVIS*
Delmont A. Davis* 9/8/94
Director (Date)
DAVID R. GOODE*
David R. Goode* 9/8/94
Director (Date)
PAUL A. ORMOND*
Paul A. Ormond* 9/8/94
Director (Date)
JOHN P. REILLY*
John P. Reilly* 9/8/94
Director (Date)
ROBERT H. SPILMAN*
Robert H. Spilman* 9/8/94
Director (Date)
WILLIAM R. TIMKEN, JR.*
William R. Timken, Jr.* 9/8/94
Director (Date)
*By James E. Kline, Attorney-in-fact
/S/ JAMES E. KLINE
James E. Kline 9/8/94
Vice President and General Counsel (Date)
<PAGE>
-10-
The Plan. Pursuant to the requirements of The Securities Act of 1933, the
Administrative Committee of the Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Maumee, State of Ohio, on September 8, 1994.
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
By: /S/ WILLIAM R. AMMANN
William R. Ammann
Chairman, Administrative Committee
By: /S/ DAVID K. NEES
David K. Nees
Secretary, Administrative Committee
By: /S/ J. RODNEY GLANSDORP
J. Rodney Glansdorp
Member, Administrative Committee
By: /S/ NATHANIEL JACKSON, JR.
Nathaniel Jackson, Jr.
Member, Administrative Committee
By: /S/ DEBRA G. SCHAEFER
Debra G. Schaefer
Member, Administrative Committee
-11-
EXHIBIT INDEX
Exhibit Page
(4)-1 First Supplemental Indenture, dated as of Incorporated herein
May 4, 1992, between TRINOVA Corporation by reference
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 Form SE
filed on May 6, 1992
(4)-2 7.95% Notes Due 1997, issued pursuant to Incorporated herein
the Indenture, dated as of January 28, by reference
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
(4)-3 Officers' Certificate of TRINOVA Incorporated herein
Corporation, dated May 4, 1992, pursuant by reference
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
(4)-4 Rights Agreement, dated January 26, 1989, Incorporated herein
between TRINOVA Corporation and First by reference
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
(4)-5 Form of Share Certificate for Common Incorporated herein
Shares, $5 par value, of TRINOVA herein by reference
Corporation, filed as Exhibit (4)-2 to
Form SE filed on July 1, 1992
(4)-6 Fiscal Agency Agreement, dated as of Incorporated herein
October 26, 1987, between TRINOVA by reference
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
<PAGE>
-12-
(4)-7 Indenture, dated as of January 28, 1988, Incorporated herein
between TRINOVA Corporation and NBD Bank, by reference
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
(5) Neither an opinion of counsel concerning Incorporated herein
compliance with the requirements of ERISA nor by reference
an Internal Revenue Service determination
letter that the Plan is qualified under
Section 401 of the Internal Revenue Code is
included hereunder based on provisions of
Item 8 of Form S-8. The Registrant hereby
undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS")
in a timely manner, and to make all changes
required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
(23) Consent of Independent Auditors 13
(24) Powers of Attorney 14 - 20
-13-
EXHIBIT (23)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the TRINOVA Corporation Retirement Savings and
Profit-Sharing Plan of our reports (a) dated January 26, 1994, with respect to
the consolidated financial statements and schedules of TRINOVA Corporation and
subsidiaries included or incorporated by reference in its Annual Report
(Form 10-K) and (b) dated June 17, 1994, with respect to the financial
statements of the TRINOVA Corporation Retirement Savings and Profit Sharing
Plan for Corporate Employees included in the Plan's Annual Report (Form 11-K),
both for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Toledo, Ohio
September 8, 1994
-14-
EXHIBIT (24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ PURDY CRAWFORD
Purdy Crawford
Director
/cjk
<PAGE>
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EXHIBIT (24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ DELMONT A. DAVIS
Delmont A. Davis
Director
/cjk
<PAGE>
-16-
(EXHIBIT 24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ DAVID R. GOODE
David R. Goode
Director
/cjk
<PAGE>
-17-
(EXHIBIT 24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ PAUL A. ORMOND
Paul A. Ormond
Director
/cjk
<PAGE>
-18-
(EXHIBIT 24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ JOHN P. REILLY
John P. Reilly
Director
/cjk
<PAGE>
-19-
(EXHIBIT 24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ ROBERT H. SPILMAN
Robert H. Spilman
Director
/cjk
<PAGE>
-20-
(EXHIBIT 24)
DIRECTOR OF
TRINOVA CORPORATION
FORM S-8 REGISTRATION STATEMENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of
TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute
and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of
them, a true and lawful attorney in his name, place and stead, in any and all
capacities, to sign his name to a Registration Statement on Form S-8 with
respect to the registration under the Securities Act of 1933 by TRINOVA of its
Common Shares of the par value of $5 per share to be offered under the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan, and to any and all
amendments, documents and exhibits in connection therewith, and to cause the
same to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and
the undersigned hereby ratifies and confirms all that said attorneys or any
one of them shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on this 28th day of July, 1994.
/S/ W. R. TIMKEN, JR.
W. R. Timken, Jr.
Director
/cjk
