SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
TRINOVA Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
/TRINOVA Logo/
______________________
1995 Notice of Annual Meeting
and Proxy Statement
______________________
Notice of Annual Meeting of Shareholders
to be held on April 20, 1995
TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050
To the Shareholders of TRINOVA Corporation:
The annual meeting of the shareholders of TRINOVA Corporation ("TRINOVA") will
be held at TRINOVA's World Headquarters, 3000 Strayer, Maumee, Ohio, on
Thursday, April 20, 1995, at 11:00 a.m. local time, for the following
purposes:
1. To elect directors;
2. To ratify the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1995; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
All shareholders are cordially invited to attend the meeting. Whether or not
you expect to attend, please execute and return the enclosed proxy promptly.
If you are present at the meeting, you may revoke your proxy and vote your
shares in person if you wish.
By Order of the Board of Directors,
/S/ JAMES M. OATHOUT
James M. Oathout
Secretary
March 10, 1995
<PAGE>
___________________
PROXY STATEMENT
TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of TRINOVA Corporation ("TRINOVA") of proxies to be voted
at the annual meeting of shareholders on April 20, 1995. This Proxy Statement
and the accompanying proxy card are first being mailed to shareholders on or
about March 10, 1995.
Outstanding Voting Securities
TRINOVA had 28,813,258 shares of $5 Par Value Common Shares outstanding as of
February 21, 1995. Shareholders of record as of the close of business on that
date will be entitled to vote at the meeting, with each Common Share entitled
to one vote.
Proxy Solicitation
TRINOVA will pay all costs of distribution and solicitation of proxies. D. F.
King & Co., Inc., 77 Water Street, New York, New York 10005, will assist
TRINOVA in soliciting proxies from banks, brokers and nominees that are record
holders for shares beneficially owned by others, and from certain individual
shareholders. Solicitation will be by mail, telephone and other means. D. F.
King & Co., Inc. will be paid a fee estimated at $9,500. TRINOVA will also
pay the direct expenses of solicitation, including the expenses of banks,
brokers and nominees for forwarding proxy material to beneficial owners.
Voting by Proxy Holders
Since many of TRINOVA's shareholders are unable to attend shareholders'
meetings, the Board of Directors solicits proxies to give each shareholder an
opportunity to vote on all matters scheduled to come before the meeting and
which are set forth in this Proxy Statement. Shareholders are urged to read
carefully the material in this Proxy Statement; specify their choice on each
proposal by marking the appropriate box on the enclosed proxy card; and sign,
date and return the card in the enclosed postage-paid envelope. If a
shareholder does not specify a choice and the card is properly executed and
returned, the shares will be voted by the Proxy Committee as recommended by
TRINOVA. Members of the Proxy Committee are Messrs. Darryl F. Allen, Robert
H. Spilman and William R. Timken, Jr. of the Board of Directors.
Shareholders of record at the close of business on February 21, 1995, are
entitled to submit proxies concerning the proposals described below. Each
share is entitled to one vote. Under Item 1 (election of directors), only
persons nominated as candidates shall be eligible for election as directors,
and, if a quorum is present, the candidates receiving the greatest number of
votes shall be elected. Approval of Item 2 (independent auditors) requires
the affirmative vote of a majority of the shares of TRINOVA which are
represented in person or by proxy at the annual meeting.
<PAGE>
At the annual meeting, the results of shareholder voting will be tabulated by
the inspector(s) of elections appointed for the annual meeting. Under Ohio
law and TRINOVA's Articles of Incorporation and Code of Regulations, properly
executed proxies that are marked "abstain" or are held in "street name" by
brokers and are not voted on one or more particular items (if otherwise voted
on at least one item) will be counted for purposes of determining whether a
quorum has been achieved at the annual meeting. Votes withheld in respect of
Item 1 will not be counted in determining the election of directors.
Abstentions and broker non-votes in respect of Item 2 will have the same
effect as votes against such Item.
The Board knows of no business to come before the meeting other than that set
forth herein. If other business should come before the meeting, the holders
of proxies will vote thereon at their discretion. Without affecting any vote
previously taken, a shareholder may revoke a proxy by giving notice to the
Secretary of TRINOVA in writing prior to the annual meeting or at the meeting
itself.
Cumulative Voting
Each Common Share is entitled to one vote on each matter brought before the
meeting. Under Ohio law shareholders have cumulative voting rights in the
election of directors, provided not less than 48 hours notice in writing is
given by any shareholder to the Secretary of TRINOVA that he or she desires
that voting at such election be cumulative, and an announcement of the giving
of such notice is made upon the convening of the meeting. When cumulative
voting applies, each share has a number of votes equal to the number of
directors to be elected, and a shareholder may give all of his or her votes to
one nominee or divide his or her votes among as many nominees as he or she
sees fit. Unless contrary instructions are received on proxies given to
TRINOVA, in the event that cumulative voting applies all votes represented by
such proxies will be divided evenly among the candidates nominated by the
Board of Directors except that if voting in such manner would not be effective
to elect all such nominees, such votes will be cumulated in the discretion of
TRINOVA so as to maximize the number of such nominees elected.
Shareholder Proposals for Presentation at Next Annual Meeting
Shareholder proposals intended to be presented at the 1996 annual meeting must
be received by the Secretary of TRINOVA no later than November 10, 1995.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors recommends the election of the nominees set forth below
to the Board of Directors, to hold office until the next annual meeting and
until their successors are elected and shall qualify. All nominees are
current Board members whose terms expire at the annual meeting of shareholders
on April 20, 1995. Delmont Davis, a Board member since 1993, is not standing
for re-election to the Board of Directors on April 20, 1995. The Board has,
by resolution, fixed the number of directors at eight.
/Photograph - See Appendix A/ Darryl F. Allen (51). A TRINOVA director since
1984, Mr. Allen has been TRINOVA's Chairman of the Board since 1991 and
TRINOVA's President and Chief Executive Officer since 1986. He is a director
of Cincinnati Milacron Inc.
-2-
<PAGE>
/Photograph - See Appendix A/ Purdy Crawford (63). A TRINOVA director since
1990, Mr. Crawford is Chairman of the Board and Chief Executive Officer of
Imasco Limited (consumer products and financial services). Mr. Crawford has
been in his current position with Imasco Limited since 1991. Mr. Crawford was
Chairman of the Board, President and Chief Executive Officer of Imasco Limited
from 1987 to 1991. He is a director of Avenor Inc.; CT Financial Services,
Inc. and subsidiary corporations; Camco, Inc.; Dominion Textile, Inc.; and
Inco Limited.
/Photograph - See Appendix A/ Joseph C. Farrell (59). A TRINOVA director
since September 1994, Mr. Farrell is Chairman, President and Chief Executive
Officer of The Pittston Company (coal and minerals, security, transportation,
air freight services and home security services). Mr. Farrell has been in his
current position with The Pittston Company since 1991. Mr. Farrell was
President and Chief Operating Officer of The Pittston Company from 1990 to
1991, and was Executive Vice President from 1984 to 1990.
/Photograph - See Appendix A/ David R. Goode (54). A TRINOVA director since
1993, Mr. Goode is Chairman of the Board, President and Chief Executive
Officer of Norfolk Southern Corporation (transportation holding company). Mr.
Goode has been in his current position with Norfolk Southern Corporation since
1992. Mr. Goode was President of Norfolk Southern Corporation from 1991 to
1992, Executive Vice President-Administration of Norfolk Southern Corporation
during 1991 and Vice President-Taxation of Norfolk Southern Corporation from
1985 to 1991. He is a director of Caterpillar Inc. and Georgia-Pacific
Corporation.
/Photograph - See Appendix A/ Paul A. Ormond (45). A TRINOVA director since
1992, Mr. Ormond is Chairman of the Board, President and Chief Executive
Officer of Health Care and Retirement Corporation (long-term care, skilled
nursing and rehabilitative services). He has been in his current position
with Health Care and Retirement Corporation since 1991. Mr. Ormond was
President and Chief Operating Officer of Health Care and Retirement
Corporation from 1986 to 1991 and Vice President of Owens-Illinois, Inc. from
1984 to 1991.
/Photograph - See Appendix A/ John P. Reilly (51). A TRINOVA director since
1991, Mr. Reilly is President and Chief Executive Officer of Figgie
International Inc. (industrial products). He has been in his current position
with Figgie International Inc. since January 1995. Mr. Reilly was President
and Chief Operating Officer of Brunswick Corporation from 1993 to 1994, and
was President and Chief Executive Officer of the Tenneco Automotive Division
of Tenneco Inc. from 1987 to 1993. He is a director of Atwood Industries.
/Photograph - See Appendix A/ Robert H. Spilman (67). A TRINOVA director
since 1980, Mr. Spilman is Chairman of the Board and Chief Executive Officer
of Bassett Furniture Industries, Inc. (home and office furniture). Mr.
Spilman has been in his current position with Bassett Furniture Industries,
Inc. since 1989. Mr. Spilman is Chairman of the Board of Jefferson-Pilot
Corporation and Jefferson-Pilot Life Insurance Company, a subsidiary of
Jefferson-Pilot Corporation. He is a director of Dominion Resources, Inc.;
NationsBank Corporation; The Pittston Company; and Virginia Electric & Power
Co.
-3-
<PAGE>
/Photograph - See Appendix A/ William R. Timken, Jr. (56). A TRINOVA
director since 1973, Mr. Timken has been Chairman of the Board of The Timken
Company (tapered roller bearings and quality alloy steel) since 1975. He is a
director of Diebold Incorporated and The Louisiana Land and Exploration
Company.
_______________________________
BOARD AND COMMITTEE MATTERS
The Board of Directors held seven regular meetings and no special meetings in
1994. During his term on the Board, each incumbent director attended at least
75 percent of the total number of meetings held by the Board of Directors and
each committee of which he was a member.
The Board has four standing committees:
(1) The Executive Committee holds limited powers assigned by the Board to
act, if required, during intervals between Board meetings. Members of
the Committee are Messrs. Allen (Chairman), Spilman and Timken. No
meetings were held by the Committee in 1994.
(2) The Audit Committee recommends the selection of the independent auditors;
reviews the scope of the independent auditors' examination and non-audit
services; reviews TRINOVA's accounting, financial and internal audit
practices and reports; monitors the compliance of TRINOVA and its
subsidiaries with TRINOVA's ethics policy and applicable laws and
regulations; and reviews the pension and profit-sharing plans and related
investment activity of TRINOVA and its subsidiaries. Members of the
Committee are Messrs. Timken (Chairman), Davis (not standing for re-
election), Ormond and Reilly. The Committee held two meetings in 1994.
(3) The Organization and Compensation Committee makes recommendations to the
Board with respect to organization structure, management succession and
management salaries. It also approves awards under the 1994 Stock
Incentive Plan and oversees the administration of TRINOVA's other
incentive plans and its employee benefit, pension and profit-sharing
plans. Members of the Committee are Messrs. Spilman (Chairman),
Crawford, Goode and Ormond. The Committee held three meetings in 1994.
(4) The Nominating Committee recommends a slate of directors for election at
the annual meeting of shareholders. It will consider director-nominees
recommended by shareholders in written communications to the Secretary of
TRINOVA or the Chairman of the Committee. Nominations for election at
TRINOVA's 1996 annual meeting of shareholders must be received by the
Secretary of TRINOVA no later than November 10, 1995. The Committee also
recommends nominees to fill such vacancies as may occur on the Board from
time to time between annual meetings. Members of the Committee are
Messrs. Spilman (Chairman), Allen, Reilly and Timken. The Committee held
one meeting in 1994.
_______________________________
COMPENSATION OF DIRECTORS
During 1994, each director who was not an employee of TRINOVA was paid an
annual retainer of $20,000 ($22,500 for committee chairmen), plus a $1,000 fee
for each Board or committee meeting attended.
-4-
<PAGE>
Under the TRINOVA Corporation Directors' Retirement Plan, any former member of
the Board who is not an officer of TRINOVA and who has retired from the Board
in accordance with TRINOVA's By-laws, or has with the concurrence of the Board
resigned for health or other reasons beyond his control, is entitled to
receive a monthly retirement payment in an amount equal to one-twelfth of the
annual retainer then in effect payable to the director by TRINOVA for his
services as a member of the Board (including the current committee chairman's
fee for a director who has at any time served as a committee chairman, but
excluding any meeting fees and any fees solely attributable to professional or
other consulting services furnished to TRINOVA independently of his service as
a director). Such monthly retirement payment commences, unless deferred, with
the month following the director's retirement from the Board and continues
through the month in which death occurs; however, under the Plan the aggregate
number of such payments shall not exceed the lesser of 120 or the number of
months such director served as a non-officer director of TRINOVA.
Under the TRINOVA Corporation Plan for Optional Deferment of Directors' Fees
(amended and restated effective April 1, 1995), a director may defer his or
her annual retainer fees until his or her directorship ceases, at which time
the deferred amounts will be paid in cash in a lump sum or installments
commencing on a date designated by the director. A director may likewise
defer payment of monthly retirement payments under the TRINOVA Corporation
Directors' Retirement Plan until a date designated by the director. A
director may elect to have all, or a specified percentage, of his or her
deferred fees and retirement payments credited to a recordkeeping account
either in dollar amounts or in units equal in value to one Common Share of
TRINOVA. Each recordkeeping account to which fees and retirement payments
have been credited in dollar amounts will be credited with accrued interest at
a rate equal to two percentage points in excess of the Moody's Corporate Bond
Yield Average. Each recordkeeping account to which fees and retirement
payments have been credited in units will be credited with additional units
equal in value to the amount of cash dividends paid on Common Shares of
TRINOVA. Upon the death of a director prior to distribution of the entire
balance of his or her account, such balance shall be paid as soon as is
administratively feasible in a lump sum to the beneficiary or beneficiaries
designated by the director, or, in the absence of such designation, to the
estate of the director.
Under the TRINOVA Corporation 1989 Non-Employee Directors' Equity Plan,
non-employee directors receive awards consisting of such number of Common
Shares of TRINOVA as have an aggregate fair market value on the date of the
grant of $25,000 rounded upward to the nearest 10 shares. Non-employee
directors who were directors on the effective date of the Plan (April 20,
1989) received an award on that date, and each person who thereafter becomes a
non-employee director is entitled to receive an award on the date of his or
her initial election. Each non-employee director shall receive one additional
award on the date of his or her re-election which most nearly coincides with
the fifth anniversary of his or her prior award. No awards shall be granted
on or after April 20, 1999. All Common Shares granted pursuant to the awards
are subject to restrictions for a five-year period. Restrictions on one-fifth
of the Common Shares lapse on each subsequent anniversary date of the award,
and restrictions on all of the Common Shares awarded to a non-employee
director lapse in the event of his or her death, disability or retirement;
failure of the non-employee director to be re-elected to the Board; or a
change in control of TRINOVA.
-5-
<PAGE>
The TRINOVA Corporation Directors' Charitable Award Program was established to
recognize the interest of TRINOVA and its directors in supporting worthy
educational institutions and other charitable organizations and to provide an
additional method of funding for the TRINOVA Foundation. The Program is also
intended to assist TRINOVA in attracting and retaining directors of
outstanding experience and ability. All directors, including Darryl F. Allen,
currently participate in the Program. The Program is administered by the
Organization and Compensation Committee of the Board of Directors. Each
director may recommend up to nine charitable organizations that qualify under
section 501(c)(3) of the Internal Revenue Code. The recommendation of a
director who dies or becomes disabled while serving on the Board or after
completing five years of Board service will be considered by the Committee
after the director's death. If the recommendation is approved, TRINOVA will
donate an aggregate of $900,000 in nine equal installments to the designated
charity or charities. TRINOVA will also donate $100,000 to the TRINOVA
Foundation after the director's death. TRINOVA purchased life insurance
policies on the lives of its current directors to fund the Program, and the
Program provides for establishment of a fully funded trust upon a change in
control. The Program also permits self-funding. TRINOVA believes that the
after-tax cost of the Program over its life will be relatively small compared
to the benefits it provides. Directors derive no personal financial or tax
benefit from the Program because all insurance proceeds and tax deductions
accrue solely to TRINOVA.
_________________________
SECURITY OWNERSHIP
Information with respect to security ownership by beneficial owners of more
than 5 percent of any class of TRINOVA's voting securities as of December 31,
1994, is set forth below. This information is based upon reports filed by
certain beneficial owners with the Securities and Exchange Commission pursuant
to Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 and other
information known to TRINOVA.
Title Name & Address Amount & Nature Percent of
of of Beneficial of Beneficial Class as of
Class Owner Ownership December 31, 1994
Common FMR Corp. 3,668,374 (1) 12.74%
82 Devonshire Street
Boston, MA 02109-3614
Common Norwest Corporation 1,684,315 (2) 5.85%
and subsidiaries
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
______________________________________________________________________________
(1) FMR Corp. has sole voting power for 170,824 shares, shared voting power
for 0 shares, sole dispositive power for 3,668,374 shares and shared
dispositive power for 0 shares.
(2) Norwest Corporation and its subsidiaries have sole voting power for
1,591,315 shares, shared voting power for 12,500 shares, sole dispositive
power for 1,678,025 shares and shared dispositive power for 1,900 shares;
Norwest Corporation and its subsidiaries have disclaimed beneficial
ownership of all such shares.
-6-
<PAGE>
The following table sets forth, as of February 21, 1995, information known to
TRINOVA concerning the beneficial ownership of TRINOVA's securities by each of
its present directors individually, each of the named executive officers
individually, and all present directors and executive officers as a group.
The totals for each person and for the group include shares held personally;
shares held by immediate family members sharing the same household; shares
held as of December 31, 1994, under TRINOVA's dividend reinvestment plan and
retirement savings plans; and shares that may be acquired within 60 days
following February 21, 1995, through the exercise of stock options.
<TABLE>
<CAPTION>
Title
of Name of Amount & Nature of Percent
Class Beneficial Owner Beneficial Ownership(1) of Class(2)
<S> <C> <C> <C>
Common Directors (excluding
Shares Darryl F. Allen):
Purdy Crawford 4,102
Delmont A. Davis 980
Joseph C. Farrell 710
David R. Goode 980
Paul A. Ormond 1,110
John P. Reilly 1,120
Robert H. Spilman 31,896
William R. Timken, Jr. 3,600
Named Executive Officers:
Darryl F. Allen(3) 239,131
William R. Ammann (3) 96,022
James E. Kline (3) 15,357
James McKee (3) 60,231
Howard M. Selland (3) 125,493
All Directors and Executive
Officers as a Group
(18 persons)(3) 684,041 2.33%(4)
<FN>
(1) Each director and named executive officer has sole voting and dispositive
power with respect to all Common Shares indicated except that (i) 5,727
Common Shares listed for Darryl F. Allen are held by Mr. Allen's wife,
and (ii) 450 Common Shares listed for Darryl F. Allen are held by one of
Mr. Allen's children who is sharing his home; Mr. Allen has disclaimed
beneficial ownership of said Common Shares.
(2) Each director and executive officer owns less than 1 percent of the
outstanding Common Shares of TRINOVA as of February 21, 1995.
(3) A portion of the total for the named executive officers and the group
includes Common Shares which could be acquired within 60 days following
February 21, 1995, through the exercise of stock options: 192,000 Common
Shares for Darryl F. Allen; 73,500 Common Shares for William R. Ammann;
6,000 Common Shares for James E. Kline; 49,530 Common Shares for James
McKee; 105,000 Common Shares for Howard M. Selland; and 505,080 Common
Shares for all executive officers included in the group of directors and
executive officers.
(4) For the purpose of computing the percent of class, the Common Shares not
outstanding for which all directors and executive officers as a group may
acquire beneficial ownership within 60 days following February 21, 1995,
through the exercise of stock options are deemed to be outstanding.
</FN>
</TABLE>
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth the annual compensation, the long-term
compensation and all other compensation of the named executive officers for
each of the last three completed fiscal years.
-8-
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
| | | | | | |
| | | | | | |
<S> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | |
| Darryl F. Allen | 1994 | $ 553,600 $ 525,000 N/A | N/A 50,000 | $140,700 | $115,616 |
| Chairman of the | 1993 | 535,417 190,000 N/A | N/A 30,000 | 0 | 63,531 |
| Board, President | 1992 | 515,000 58,000 N/A | N/A 30,000 | 0 | 27,910 |
| and Chief Executive | | | | | |
| Officer of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| Howard M. Selland | 1994 | $ 361,950 $ 258,700 N/A | N/A 20,000 | $ 64,800 | $ 81,896 |
| Executive Vice | 1993 | 335,000 190,000 N/A | N/A 17,500 | 0 | 51,736 |
| President of | 1992 | 320,000 58,000 N/A | N/A 17,500 | 0 | 27,237 |
| TRINOVA and | | | | | |
| President of | | | | | |
| Aeroquip Corporation | | | | | |
| | | | | | |
| | | | | | |
| James McKee | 1994 | $ 327,800 $ 290,400 N/A | N/A 17,500 | $ 64,800 | $ 47,974 |
| Executive Vice | 1993 | 306,000 25,000 N/A | N/A 15,000 | 0 | 16,211 |
| President of | 1992 | 300,000 0 N/A | N/A 15,000 | 0 | 16,820 |
| TRINOVA and | | | | | |
| President of Vickers,| | | | | |
| Incorporated | | | | | |
| | | | | | |
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
| | | | | | |
<S> <C> <C> <C> <C> <C> <C> <C> <C>
| William R. Ammann | 1994 | $ 259,733 $ 179,200 N/A | N/A 11,000 | $41,600 | $ 48,984 |
| Vice President- | 1993 | 242,708 65,000 N/A | N/A 10,000 | 0 | 27,250 |
| Administration | 1992 | 231,667 20,000 N/A | N/A 10,000 | 0 | 12,299 |
| and Treasurer | | | | | |
| of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| James E. Kline | 1994 | $ 242,975 $ 179,200 N/A | N/A 11,000 | $41,600 | $ 45,526 |
| Vice President | 1993 | 227,000 60,000 N/A | N/A 10,000 | 0 | 23,094 |
| and General Counsel | 1992 | 218,000 20,000 N/A | N/A 10,000 | 0 | 9,366 |
| of TRINOVA | | | | | |
| | | | | | |
<FN>
(1) The payouts shown in this column were made pursuant to the Annual
Executive Incentive Plan. (See the subsection entitled "Incentive Plans.")
(2) The awards shown in this column were made in 1994 pursuant to the TRINOVA
Corporation 1994 Stock Incentive Plan and in 1993 and 1992 pursuant to the
TRINOVA Corporation 1987 Stock Option Plan. Although the TRINOVA Corporation
1987 Stock Option Plan permits grants of restricted stock and stock
appreciation rights, and the TRINOVA Corporation 1994 Stock Incentive Plan
permits grants of stock appreciation rights, no grants of restricted stock
have been made, and no restricted stock or stock appreciation rights were
outstanding as of December 31, 1994. (See the subsection entitled "Stock
Option Plans.")
(3) The payouts shown in this column were made pursuant to the Long-Term
Incentive Plan. No payouts were made pursuant to the 1990-1992 or 1991-1993
Long-Term Incentive Plan periods because returns on shareholders' equity did
not meet the payout thresholds established by the Board. (See the subsection
entitled "Incentive Plans.")
(4) The amounts shown in this column consist of annual company contributions
(including the company match and the company profit-sharing allocation) under
TRINOVA's defined-contribution retirement plans and under the applicable
portion of the TRINOVA Corporation Supplemental Benefit Plan. (See the
subsection entitled "Retirement Plans" and the table below.)
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
______________________________________________________________________________________________________________________
Qualified Retirement Plan Supplemental Plan Total
Match Profit-Sharing Match Profit-Sharing
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
1994
Allen $4,500 $16,260 $17,806 $77,050 $115,616
Selland 4,500 15,966 12,045 49,385 81,896
McKee 6,000 13,240 8,094 20,640 47,974
Ammann 4,500 16,260 5,234 22,990 48,984
Kline 4,500 16,260 4,582 20,184 45,526
1993
Allen $7,075 $13,931 $10,516 $32,009 $63,531
Selland 7,075 13,931 4,708 26,022 51,736
McKee 9,434 3,249 2,566 962 16,211
Ammann 7,075 13,931 710 5,534 27,250
Kline 4,717 17,548 164 665 23,094
1992
Allen $6,865 $ 5,278 $ 8,585 $ 7,182 $27,910
Selland 6,865 12,306 2,734 5,332 27,237
McKee 9,154 3,156 3,280 1,230 16,820
Ammann 6,865 5,278 85 71 12,299
Kline 4,360 5,006 -- -- 9,366
______________________________________________________________________________________________________________________
</TABLE>
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<PAGE>
Incentive Plans
Employees of TRINOVA and its subsidiary companies who hold certain responsible
management positions are eligible to participate in the TRINOVA Corporation
Incentive Compensation Plan (the "Incentive Plan").
The Incentive Plan is administered by the Organization and Compensation
Committee of the Board. The Incentive Plan provides for two separate
performance periods. The first is a series of successive one-year periods
commencing on January 1 of each year, which is known as the "Annual Executive
Incentive Plan." The second is a series of successive overlapping three-year
periods commencing on January 1 of each year, which is known as the "Mid-Term
Incentive Plan" (formerly known as the Long-Term Incentive Plan). Awards
under the Annual Executive Incentive Plan are based on meeting established
return-on-net-asset performance goals and are paid to participants in cash
promptly following the close of each one-year period. Awards under the Mid-
Term Incentive Plan are based on meeting established performance goals and are
paid in cash, Common Shares or a combination of both promptly following the
close of each three-year period. During the 1992 to 1994 Mid-Term Incentive
Plan period, the performance goal was return on shareholders' equity. The
Mid-Term Incentive Plan performance goals were recently changed to total
shareholder return and return on net assets for periods beginning with the
1995-1997 period. Common Shares available under the TRINOVA Corporation 1994
Stock Incentive Plan may, among other things, be used as the form of payment
for awards under the Mid-Term Incentive Plan (see the subsection entitled
"Stock Option Plan").
The following table contains information regarding potential future payouts
pursuant to the 1994-1996 Mid-Term Incentive Plan period under the Incentive
Plans:
LONG-TERM (MID-TERM) INCENTIVE PLAN -
AWARDS IN LAST FISCAL YEAR
______________________________________________________________________________
| | | Estimated Future Payouts under |
| | | Non-Stock Price-Based Plan |
| | Three-Year | (Potential Payouts if Three-Year |
| | Performance | Average ROE Reaches Required Levels) |
| | Period Until | |
| | Maturation | Threshold Target Maximum |
| Name | or Payout | ($) ($) ($) |
| | | |
| Darryl F. Allen | 1994 - 1996 | $ 58,518 $292,590 $585,180 |
| | | |
| | | |
| Howard M. Selland | 1994 - 1996 | 27,077 135,384 270,768 |
| | | |
| | | |
| James McKee | 1994 - 1996 | 27,077 135,384 270,768 |
| | | |
| | | |
| William R. Ammann | 1994 - 1996 | 17,444 87,222 174,445 |
| | | |
| | | |
| James E. Kline | 1994 - 1996 | 17,444 87,222 174,445 |
| | | |
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<PAGE>
Stock Option Plans
The TRINOVA Corporation 1994 Stock Incentive Plan (the "Stock Incentive Plan")
authorizes the granting of options to purchase Common Shares ("Option
Rights"), stock appreciation rights ("Appreciation Rights") and performance
awards ("Performance Awards"). The Stock Incentive Plan is administered by
the Organization and Compensation Committee of the Board (the "Committee").
Any salaried employee of TRINOVA may be selected by the Committee to receive
benefits under the Stock Incentive Plan.
The Committee may grant Option Rights that entitle the optionee to purchase
Common Shares at a price equal to or greater than the fair market value on the
date of the grant. The option price is payable in cash or such other method
as permitted by the Committee. Option Rights granted may be Option Rights
that are intended to qualify as "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986 or Option Rights that are
not intended to so qualify. Option Rights may be granted with any period of
duration.
An Appreciation Right represents a right to receive a payment, in cash or
Common Shares, equal to the excess of the fair market value of a specified
number of Common Shares on the date the Appreciation Right is exercised over
the fair market value on the date the Appreciation Right was granted.
Appreciation Rights granted under the Stock Incentive Plan may be freestanding
Appreciation Rights or may be granted in tandem with Option Rights.
A Performance Award is a right to receive a future payout contingent on both
continuous service with TRINOVA and the achievement of pre-established goals.
The performance measures to be used for performance awards are limited to one
or more of the following: return on shareholders' equity, return on assets,
shareholder returns, profit margin and earnings per share. A performance
period will cover a minimum period of 12 fiscal quarters. Performance periods
may overlap one another, and a participant may hold awards covering
overlapping periods with different performance goals for different measurement
periods. As determined by the Committee, Performance Awards may be settled in
cash, Common Shares or a combination of both. Common Shares available under
the Stock Incentive Plan may, among other things, be used as the form of
payment for long-term performance awards under the Mid-Term Incentive Plan
(see the subsection entitled "Incentive Plans").
Upon adoption, the Stock Incentive Plan replaced TRINOVA's 1982 and 1987 Stock
Option Plans (the "Prior Plans"); however, a number of stock options granted
under the Prior Plans remain outstanding. No stock appreciation rights are
outstanding under the Stock Incentive Plan or the Prior Plans.
The following table contains information concerning grants of stock options
made during the last completed fiscal year to each of the named executive
officers of TRINOVA:
-13-
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR(1)
<CAPTION>
_________________________________________________________________________________________________________
| Individual Grants | Grant Date Value |
| | % of | |
| |Number of Total | |
| |Securities Options | |
| |Underlying Granted to | |
| | Options Employees Exercise | Grant Date |
| | Granted in Fiscal Price(2) Expiration | Present Value (3) |
| Name | (#) Year ($/Sh) Date | ($) |
| | | |
<S> <C> <C> <C> <C> <C>
| Darryl F. Allen | 50,000 15.8% $33.125 5/23/04 | $698,000 |
| | | |
| Howard M. Selland | 20,000 6.3% 33.125 5/23/04 | $279,200 |
| | | |
| James McKee | 17,500 5.5% 33.125 5/23/04 | $244,300 |
| | | |
| William R. Ammann | 11,000 3.5% 33.125 5/23/04 | $153,560 |
| | | |
| James E. Kline | 11,000 3.5% 33.125 5/23/04 | $153,560 |
| | | |
| | | |
<FN>
(1) The options shown in this table were granted on May 24, 1994, under the
TRINOVA Corporation 1994 Stock Incentive Plan. The options become exercisable
on May 24, 1995, and expire on May 23, 2004.
(2) The exercise price of $33.125 was the closing price of TRINOVA Common
Shares on the New York Stock Exchange - Composite Transactions list on the
grant date of May 24, 1994.
(3) Valuation is based on the Black-Scholes option pricing model using the
following assumptions: interest rate of 7.39 percent; annual dividend yield
of 2.05 percent; volatility of .288; and 10-year time to exercise. TRINOVA
does not advocate or necessarily agree that the Black-Scholes model can
properly determine the value of an option. The actual value, if any, a named
executive officer may realize will depend on the excess of the stock price
over the exercise price on the date the option is exercised so that there is
no assurance the value realized by the named executive officer will be at or
near the value estimated by the Black-Scholes model.
</FN>
</TABLE>
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<PAGE>
The following table contains information concerning exercise of stock options
during the last completed fiscal year by each of the named executive officers
of TRINOVA, and the fiscal year-end value of unexercised options held by such
executive officers:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
______________________________________________________________________________________________________________________
| | | | | |
| | | | Number of | Value of Unexercised |
| | | | Unexercised Options at | In-the-Money Options at |
| | | | Fiscal Year-End | Fiscal Year-End |
| | Shares Acquired | | (#) | ($) |
| | on Exercise | Value Realized | | |
| Name | (#) | ($) |Exercisable Unexercisable(2)|Exercisable Unexercisable|
| | | | | |
<S> <C> <C> <C> <C> <C> <C>
| | | | | |
| Darryl F. Allen | 75,000 | $777,200 | 192,000 50,000 | $409,765 $ 0 |
| | | | | |
| | | | | |
| Howard M. Selland | 45,000 | 456,575 | 105,000 20,000 | 218,820 0 |
| | | | | |
| | | | | |
| James McKee | 19,500 | 197,438 | 49,530 17,500 | 26,091 0 |
| | | | | |
| | | | | |
| William R. Ammann | 23,000 | 222,805 | 73,500 11,000 | 129,825 0 |
| | | | | |
| | | | | |
| James E. Kline | 31,500 | 289,263 | 6,000 11,000 | 0 0 |
| | | | | |
<FN>
(1) The options shown in this table were granted under the TRINOVA Corporation
1982 and 1987 Stock Option Plans and the TRINOVA Corporation 1994 Stock
Incentive Plan.
(2) Options become exercisable May 24, 1995.
</FN>
</TABLE>
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<PAGE>
TRINOVA Stock Performance Graph
The following graph compares the yearly cumulative total shareholder return on
TRINOVA Common Shares with the cumulative total return of the Standard &
Poor's 500 Stock Index, and the cumulative total return of the Standard &
Poor's Manufacturing (Diversified Industrials) Index, assuming reinvestment of
dividends, during the period from December 31, 1989 to December 31, 1994:
Comparison of Five-Year Cumulative Total
Return among TRINOVA Corporation, S&P 500 Index and
S&P Manufacturing (Diversified Industrials) Index(1)
S&P Manufacturing
Measurement Period TRINOVA (Diversified Indus-
(Fiscal Year Covered) Corporation S&P 500 Index trials) Index(2)
Measurement Pt-12/31/89 $100 $100 $100
FYE 12/31/90 $ 77 $ 97 $ 99
FYE 12/31/91 $ 86 $126 $122
FYE 12/31/92 $ 96 $136 $132
FYE 12/31/93 $144 $150 $160
FYE 12/31/94 $137 $152 $166
________________
(1) This graph assumes a $100 investment in each of TRINOVA Corporation Common
Shares, the S&P 500 Index and the S&P Manufacturing (Diversified Industrials)
Index.
(2) The S&P Manufacturing (Diversified Industrials) Index includes the
following companies: Crane Co.; Dover Corporation; Illinois Tool Works Inc.;
Johnson Controls, Inc.; Millipore Corporation; NACCO Industries, Inc. 'A';
Pall Corporation; Parker Hannifin Corporation; The Timken Company; TRINOVA
Corporation; and Tyco Laboratories, Inc.
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<PAGE>
Board Compensation Committee
Report on Executive Compensation
Executive compensation is administered by the Organization and Compensation
Committee (the "Committee"), a committee of the Board of Directors comprising
the individuals listed below. Committee members are neither employees nor
former employees of TRINOVA. The Committee makes recommendations to the full
board with respect to the salaries and responsibilities of elected officers.
It also approves awards under the 1994 TRINOVA Stock Incentive Plan and
oversees the administration of TRINOVA's other incentive plans and the
employee benefit pension and profit-sharing plans. In executing its duties,
the Committee strives to balance short- and long-term objectives in
establishing performance criteria, evaluating performance and determining
actual awards.
Compensation Philosophy
The TRINOVA mission is to create economic value for its shareholders through
superior growth and profitability. The executive compensation program
supports the TRINOVA mission by linking compensation to business performance
and profitability.
The Committee believes that enhancement of shareholder value is reinforced by
a compensation program which 1) attracts and retains highly qualified
individuals; 2) includes major components which are linked to creating value
for the shareholder; and 3) rewards superior results. This linkage is
achieved through the design of incentive plans which focus on the return on
net assets (RONA), return on shareholders' equity (ROE), total shareholder
return and the attainment of individual performance goals.
The executive compensation program is based upon a pay-for-performance
philosophy. As an executive's level of responsibility increases, a greater
portion of his or her total compensation opportunity is contingent on
improving TRINOVA's performance and a lesser portion on salary. For the five
executive officers named in the Summary Compensation Table, more than half of
their total compensation opportunity is contingent on TRINOVA's financial
results and growth in the market value of TRINOVA common stock.
In 1994, an independent, global consulting firm reviewed the competitiveness
and appropriateness of TRINOVA's executive compensation programs. It compared
compensation for TRINOVA executives in relation to broad industrial
competitive practice and against the proxy data reported by a peer group of 17
companies with comparable sales volume and market diversity. The peer group
includes a majority of the 11 companies in the S&P Manufacturing (Diversified
Industrials) Index presented in the performance graph. The larger peer group
provides a broader sample of companies whose sales volume is more comparable
to TRINOVA. The review helped the Committee assure that the design of
executive compensation programs is consistent with its compensation
philosophy. While the consultant found the overall executive compensation
program to be within competitive standards, certain changes were made to
selected incentive plan elements to assure their continued linkage to the
compensation philosophy and to remain competitive with the market.
Salaries
The Board of Directors, acting on the recommendation of the Organization and
Compensation Committee, approves base salaries of executive management. The
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<PAGE>
timing as well as the amount of individual base salary increases varied,
reflecting the Board's judgment of the leadership and performance of each
individual, business results and progress toward achieving strategic
objectives.
The previously mentioned executive compensation review reported that base
salaries of TRINOVA executives are within competitive standards and close to
the 50th percentile.
Annual Executive Incentive Plan
The Annual Executive Incentive Plan is based on meeting pre-approved RONA
goals. At the start of each year, annual RONA threshold, target and maximum
goals are set at levels which, if achieved, will result in total cash
compensation to the executives that is consistent with TRINOVA's performance-
based compensation philosophy, as described earlier.
In 1994, target RONA performance levels were met, reflecting substantially
higher operating earnings. Actual awards were adjusted, based on appraisal of
individual contribution. The awards to the named executive officers shown in
the Summary Compensation Table were approved by the Committee.
The Long-Term Incentive Plan
The purpose of the Long-Term Incentive Plan is to focus TRINOVA's executive
management team on increasing the value of shareholders' investments. Each
year, a new three-year Long-Term Incentive award period and goals are approved
by the Committee.
The Long-Term Incentive Plan is formula-driven, with threshold, target and
maximum goals established at the start of each three-year plan period. Those
plans whose three-year earn-out cycles end in 1994, 1995 and 1996 require the
three-year average ROE to meet a pre-established threshold level before any
award is made. There was no award payout from the plan for Mr. Allen or any
of the participants in 1992 and 1993. During the 1992-1994 plan period, the
plan produced a payout at the threshold performance level.
The performance measures used in the 1995-1997 Long-Term Incentive Plan
(retitled Mid-Term Incentive Plan) were changed to total shareholder return
and return on net assets to further support TRINOVA's strategic focus on
profitable growth.
Stock Options
The Committee believes that stock options are a cornerstone of a compensation
program designed to enhance shareholder value. In 1994, shareholders approved
the TRINOVA Corporation 1994 Stock Incentive Plan. The plan is designed to
align the executive's financial interests with those of the shareholders by
encouraging key executives to acquire and hold a growing ownership stake in
TRINOVA. Share ownership guidelines have been established whereby executives
are expected to accumulate and own a specified number of shares over time.
In 1994, the Committee granted non-qualified, 10-year term stock options to
executive officers and selected key executives. Stock options were awarded at
fair market value on the date of grant so that future value arises only when
the TRINOVA stock price increases above the exercise price. The Committee
currently does not permit repricing of options which may fall below the
initial exercise price. In selecting recipients and in determining the type,
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<PAGE>
size and terms of the grant, the Committee considered the potential and
performance of the recipients, grants made in prior years and options which
remain outstanding. The number of stock options awarded in 1994 to each of
the named executive officers was increased to remain competitive with the
market as determined by the previously mentioned independent review of
executive compensation.
Compensation of the Chief Executive Officer
The potential value of Mr. Allen's total compensation package has been
structured to reward performance by placing a high degree of compensation at
risk. The CEO's base salary was not increased in 1994.
Mr. Allen was awarded $525,000 from the 1994 Annual Executive Incentive Plan
based on achievement of RONA goals which were approved by the Committee at the
start of the year. The award represented a significant increase over 1992 and
1993, reflecting substantially improved earnings and RONA performance. The
1992-1994 ROE-based Long-Term Incentive Plan paid out an award of 3,554 shares
of TRINOVA common stock and $56,293 in cash. The award, made at the threshold
performance level, was based on ROE which improved dramatically during the
three-year plan period.
The independent review of executive compensation, referenced earlier,
indicated that the long-term incentive opportunity for the CEO was below the
50th percentile of market practice. In light of this determination and in
keeping with the Committee's desire to strengthen the portion of total
compensation contingent upon the performance of TRINOVA's common stock, Mr.
Allen was awarded 50,000 non-qualified stock options at $33.125 per share,
which was the New York Stock Exchange closing price of TRINOVA common shares
on the date of the award. In making its award, the Committee took into
consideration current stock holdings, previous stock option awards, as well as
the number of unexercised options.
Compliance with Federal Tax Legislation
Federal tax legislation enacted in 1993, generally, would preclude TRINOVA and
other public companies from taking a tax deduction for compensation over $1
million which is not "performance-based" and is paid, or otherwise taxable, to
persons named in the Summary Compensation Table and employed by TRINOVA at the
end of the applicable tax year. In 1994, shareholders approved the TRINOVA
Corporation 1994 Stock Incentive Plan, which contains provisions designed to
permit certain awards to qualify as "performance-based" compensation and so to
exempt such awards from the deduction limitation.
The Committee has taken the necessary actions to defer a portion of the CEO's
1994 annual bonus in order to ensure the deductibility of compensation paid by
TRINOVA to all such executives. The Committee intends to continue to monitor
the executive compensation program with respect to the present federal tax
law.
This report is submitted by the Organization and Compensation Committee of
TRINOVA's Board of Directors:
ROBERT H. SPILMAN DAVID R. GOODE
PURDY CRAWFORD PAUL A. ORMOND
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<PAGE>
Retirement Plans
TRINOVA maintains defined-contribution plans that are designed to provide
retirement benefits for executive officers and other covered employees. Under
these plans TRINOVA matches employee contributions up to specified limits and
also makes profit-sharing contributions. All covered employees receive a
minimum profit-sharing contribution of 1 percent of their annual compensation
up to the Social Security wage base and 1.5 percent of annual compensation in
excess of that base. Additional profit-sharing allocations depend on the
return on net assets achieved each year by TRINOVA or the operating company
that sponsors the particular plan. Under the terms of these plans, 25 percent
of all profit-sharing contributions are invested in TRINOVA Common Shares.
TRINOVA also maintains a Supplemental Benefit Plan for certain employees whose
benefits or contributions under qualified plans are limited by the Internal
Revenue Code.
In the past TRINOVA maintained defined-benefit plans, which have been amended
to freeze the years of service for all participants. The plans' formulas
provide an annual pension benefit in the form of a life annuity to an employee
or his or her surviving spouse calculated by multiplying the number of years
of credited service by an amount equal to 1 percent of compensation up to
covered compensation for Social Security purposes plus 1.5 percent of
compensation in excess of that amount. The compensation covered by these
plans consists of salary and bonus. Estimated annual retirement benefits
payable under the present terms of these plans to Messrs. Allen, Ammann, McKee
and Selland who have vested benefits under these plans based upon 15.67,
23.75, 3.50 and 15.67 years of service, respectively, and the applicable
portion of the Supplemental Benefit Plan, assuming each continues in
employment with TRINOVA at his present rate of compensation until normal
retirement age, are $127,699, $110,651, $15,277 and $81,228, respectively.
Deferred Compensation Plan
Under the TRINOVA Corporation Voluntary Deferred Compensation Plan (effective
April 1, 1995), eligible senior executive employees of TRINOVA and its
subsidiaries may elect to defer the payment of up to 50 percent of their base
salary for each year. An eligible employee may also elect to defer payment of
from 10 percent to 100 percent of any award he or she earns under TRINOVA's
Annual Executive Incentive Plan for any year. The deferred amount will be
added to a recordkeeping account and credited with accrued interest at a rate
equal to two percentage points in excess of the Moody's Corporate Bond Yield
Average. Payment of a participant's account balance will be deferred until a
date designated by the participant in his or her deferral election. However,
if a participant terminates employment for reasons other than retirement, the
deferred amounts will be paid as soon as administratively feasible following
the date of such termination of employment. The deferred amounts shall be
paid in a lump sum or in a series of five or 10 annual installments, as
designated in the participant's deferral election. Upon the death of the
participant, any remaining balance in his or her deferred compensation account
will be paid to the participant's designated beneficiary.
Change in Control Agreements
TRINOVA has entered into agreements with Messrs. Allen, Ammann, Kline, McKee,
Selland and each of its other executive officers. These agreements are
designed primarily to aid in ensuring continued management in the event of an
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<PAGE>
actual or threatened change in control of TRINOVA (as defined in the
agreements). The agreements provide that in the event an executive officer is
terminated by TRINOVA other than upon his death, disability or for cause (as
defined in the agreements) within four years after a change in control, he
would be entitled to: (i) a lump sum payment equal to two years' (or, if less,
the period until age 65) salary and incentive compensation under the Annual
Executive Incentive Compensation Plan (based upon an average of his highest
compensation in two of the previous five years); (ii) a contribution by
TRINOVA to the executive's retirement savings plan account in an amount equal
to 9 percent of his average compensation (as determined in clause (i) above);
and (iii) continued participation in TRINOVA's welfare-benefit plans for two
years (or, if earlier, age 65). The officer would also be entitled to receive
the payments and benefits described above if he resigned within a period
between six months and two years following a change in control for reasons set
forth in the agreements relating to changed circumstances.
Section 16(a) Reporting Delinquencies
Section 16(a) of the Securities Exchange Act of 1934 requires TRINOVA's
directors and executive officers, and persons who own more than 10 percent of
TRINOVA's Common Shares, to file with the Securities and Exchange Commission
and the New York Stock Exchange initial reports of ownership and reports of
changes of ownership of TRINOVA's Common Shares.
To TRINOVA's knowledge, based solely upon a review of the copies of such
reports furnished to TRINOVA and written representations that no other reports
were required, during the year ended December 31, 1994, all such filing
requirements were complied with except for one report covering one transaction
filed late by Gregory R. Papp, an executive officer of TRINOVA.
________________________
ITEM 2. APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has employed the firm of Ernst & Young LLP, Certified
Public Accountants, as the independent auditors for TRINOVA for the year 1995,
and recommends ratification of this action at the annual meeting of
shareholders. If the employment of Ernst & Young LLP is not ratified, the
Board will consider the appointment of other auditors.
Representatives of Ernst & Young LLP will be present at the meeting to make a
statement if they desire to do so and to respond to appropriate questions.
The Board of Directors recommends that shareholders vote for the proposal
ratifying the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1995.
By Order of the Board of Directors,
/S/ JAMES M. OATHOUT
James M. Oathout
Secretary
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<PAGE>
APPENDIX A
GRAPHIC AND IMAGE MATERIAL
The paper copy of this Proxy Statement includes portrait photographs of each
director. The photographs appear on page 2 of the paper copy and are
referenced on pages 2-3 of the electronic copy.
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<PAGE>
APPENDIX B
P TRINOVA Corporation
Proxy for 1995 Annual Meeting of Shareholders
R This Proxy is Solicited on Behalf of the Board of Directors
O
X The undersigned hereby appoints Darryl F. Allen, Robert H. Spilman and
William R. Timken, Jr., jointly and severally, proxies, with full power of
Y substitution, to vote as specified on the reverse side all shares of
TRINOVA Corporation which the undersigned is entitled to vote at the
annual meeting of shareholders on April 20, 1995, or any adjournment
thereof.
You are encouraged to specify your choices by marking the appropriate boxes,
on the reverse side, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. However, your shares
cannot be voted unless you sign and return this card.
________________
See Reverse Side
________________
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<PAGE>
Reverse Side as Follows:
_____
| | Please mark your
| X | vote as in this
|_____| example
This proxy will be voted FOR each nominee for director for whom authority to
vote is not withheld and FOR Item 2 if no vote is specified.
______________________________________________________________________________
The Board of Directors recommends a vote "FOR" all nominees and Items 2 and 3
______________________________________________________________________________
1. Election of Directors NOMINEES:
FOR WITHHELD Darryl F. Allen
"FOR" all ___ ___ If marked, Purdy Crawford
nominees ___ ___ vote is Joseph C. Farrell
(except as withheld David R. Goode
marked to the from all Paul A. Ormond
contrary below) nominees John P. Reilly
listed Robert H. Spilman
William R. Timken, Jr.
To withhold authority to vote for any
individual nominee, write his name on
the space provided below:
_____________________________________
FOR AGAINST ABSTAIN
2. Ratification of ___ ___ ___
Ernst & Young LLP ___ ___ ___
as independent
auditors for 1995
3. To vote in their discretion upon such other
business as may come before the meeting
Note: Please sign exactly as name appears to the left. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee
or guardian, please also give your full title. If a corporation,
please sign in full corporate name by an authorized officer. If a
partnership, please sign in full partnership name by an authorized
person.
_________________________________________________________
_________________________________________________________
SIGNATURE(S) DATE
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