FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
Commission file number 1-924
TRINOVA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
(State of Incorporation) (I.R.S. Employer
Identification No.)
3000 Strayer, Maumee, OH 43537-0050
(Address of principal executive office)
Registrant's telephone number, including area code: (419) 867-2200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of Common Shares, $5 Par Value, outstanding as of July 28, 1995,
was 28,889,055.
This document, including exhibits, contains 27 pages.
The cover page consists of 1 page.
The Exhibit Index is located on page 17.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1995
INDEX TO INFORMATION IN REPORT
TRINOVA CORPORATION
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position -
June 30, 1995 and December 31, 1994 3
Condensed Statement of Income -
Three Months and Six Months Ended
June 30, 1995 and 1994 4
Condensed Statement of Cash Flows -
Six Months Ended June 30, 1995 and 1994 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 16
EXHIBIT INDEX 17
EXHIBIT (10)-11 - TRINOVA CORPORATION SUPPLEMENTAL BENEFIT PLAN 20
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 26
EXHIBIT 27 - FINANCIAL DATA SCHEDULE 27
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
<TABLE>
STATEMENT OF FINANCIAL POSITION
TRINOVA CORPORATION
(Dollars in thousands, except per share data)
(Unaudited)
<CAPTION>
June 30 December 31
ASSETS 1995 1994
CURRENT ASSETS ---------- -----------
<S> <C> <C>
Cash and cash equivalents $ 17,493 $ 27,928
Receivables 325,770 247,531
Inventories:
In-process and finished products 176,662 171,555
Raw materials and manufacturing supplies 49,042 45,761
---------- ----------
225,704 217,316
Other current assets 43,441 47,618
---------- ----------
TOTAL CURRENT ASSETS 612,408 540,393
Plants and properties 917,306 869,831
Less accumulated depreciation 525,701 490,025
---------- ----------
391,605 379,806
Other assets 85,447 80,835
---------- ----------
TOTAL ASSETS $1,089,460 $1,001,034
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 5,845 $ 1,755
Accounts payable 105,467 96,587
Income taxes 35,515 31,621
Other current liabilities 164,943 158,501
Current maturities of long-term debt 510 930
---------- ----------
TOTAL CURRENT LIABILITIES 312,280 289,394
Long-term debt 235,814 234,914
Postretirement benefits other than pensions 120,344 120,848
Other liabilities 30,614 28,150
Deferred income taxes 7,386 7,682
SHAREHOLDERS' EQUITY
Common stock; par value $5 a share
Authorized - 100,000,000 shares
Outstanding - 28,821,305 and 28,795,909 shares,
respectively (after deducting 5,388,591 and
5,413,987 shares, respectively, in treasury) 144,111 143,979
Additional paid-in capital 12,979 12,511
Retained earnings 230,425 184,930
Currency translation adjustments (4,493) (21,374)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 383,022 320,046
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,089,460 $1,001,034
========== ==========
<NOTE>
The Notes to Financial Statements are an integral part of this statement.
</NOTE>
</TABLE>
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<PAGE>
CONDENSED STATEMENT OF INCOME
TRINOVA CORPORATION
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------------ ------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 501,617 $ 460,863 $1,000,252 $ 900,694
Cost of products sold 370,696 345,437 746,889 676,803
---------- ---------- ---------- ----------
MANUFACTURING INCOME 130,921 115,426 253,363 223,891
Selling and general administrative
expenses 64,537 62,195 130,812 124,242
Engineering, research and development
expenses 15,805 13,740 30,831 27,766
---------- ---------- ---------- ----------
OPERATING INCOME 50,579 39,491 91,720 71,883
Interest expense (4,933) (5,475) (9,906) (11,216)
Other expenses-net (2,466) (4,292) (6,346) (10,469)
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 43,180 29,724 75,468 50,198
Income taxes 9,900 10,400 19,600 17,600
---------- ---------- ---------- ----------
NET INCOME $ 33,280 $ 19,324 $ 55,868 $ 32,598
========== ========== ========== ==========
NET INCOME PER SHARE $ 1.11 $ .66 $ 1.88 $ 1.12
========== ========== ========== ==========
Cash dividends per common share $ .18 $ .17 $ .36 $ .34
========== ========== ========== ==========
Average shares outstanding 30,790 30,866 30,787 30,780
========== ========== ========== ==========
<NOTE>
The Notes to Financial Statements are an integral part of this statement.
</NOTE>
</TABLE>
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<PAGE>
CONDENSED STATEMENT OF CASH FLOWS
TRINOVA CORPORATION
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
--------------------
1995 1994
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 55,868 $ 32,598
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 31,231 30,287
Changes in working capital elements,
other than debt (45,996) (374)
Other (5,285) 4,230
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 35,818 66,741
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (41,870) (26,617)
Other (34) 1,149
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (41,904) (25,468)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-and long-term debt 3,832 (45,696)
Cash dividends (10,373) (9,765)
Stock issuance under stock plans 449 8,981
---------- ----------
NET CASH USED BY FINANCING ACTIVITIES (6,092) (46,480)
Effect of exchange rate changes on cash 1,743 (2,331)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (10,435) (7,538)
Cash and cash equivalents at beginning of period 27,928 20,534
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,493 $ 12,996
========== ==========
<NOTE>
The Notes to Financial Statements are an integral part of this statement.
</NOTE>
</TABLE>
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
TRINOVA CORPORATION
Note 1 - Basis of Presentation
The accompanying financial statements for the interim periods are unaudited.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) necessary for a fair statement of the results for the interim
periods included herein have been made. Operating results for the six months
ended June 30, 1995 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1995. It is suggested that these
financial statements be read in conjunction with the audited 1994 financial
statements and notes thereto included in TRINOVA Corporation's most recent
annual report.
Note 2 - Income Taxes
In the 1995 second quarter, the estimated annual effective income tax rate was
reduced to 26% from 30% as reported in the 1995 first quarter. The rate
reduction was attributable to several factors, including the effect of higher
projected earnings in lower-tax-rate countries, higher after-tax earnings of
investments in unconsolidated affiliates and greater utilization of tax loss
carryforwards outside the U.S. for which deferred tax valuation allowances had
previously been provided. The change in the estimated annual effective income
tax rate increased net income for the 1995 second quarter and six-month period
by $3 million, or 10 cents per share. The Company expects the effective
income tax rate for years subsequent to 1995 to return to rates more
comparable to the 35% rate that was reported for 1994.
Note 3 - Accounts Receivable Sold
"Changes in working capital elements, other than debt" in the Condensed
Statement of Cash Flows includes a $50 million increase in working capital
resulting from termination of the Company's program for the sale of accounts
receivable.
Note 4 - Net Income per Share
Net income per share is computed using the average number of common shares
outstanding, including common stock equivalents. The assumed conversion of
the Company's 6% convertible debentures was included in average shares
outstanding, increasing the average number of shares outstanding by 1,904,762
shares. For purposes of computing net income per share, net income was
increased for the after-tax equivalent of interest expense on the 6%
convertible debentures.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS
Analysis of Operations
Second Quarter 1995 Compared with Second Quarter 1994
The following data provide highlights for the second quarter 1995 compared
with the second quarter 1994.
Second Quarter Percent
(dollars in thousands, ------------------- Increase
except per share data) 1995 1994 (Decrease)
---- ---- ----------
CONSOLIDATED
Net sales $501,617 $460,863 8.8%
Manufacturing income 130,921 115,426 13.4
Manufacturing margin (%) 26.1 25.0
Operating income 50,579 39,491 28.1
Operating margin (%) 10.1 8.6
Net income 33,280 19,324 72.2
Net income per share 1.11 .66 68.2
INDUSTRIAL
Net sales 282,853 247,474 14.3
Operating income 38,883 24,939 55.9
Operating margin (%) 13.7 10.1
Order intake 270,194 263,813 2.4
Order backlog at June 30 192,726 179,397 7.4
AUTOMOTIVE
Net sales 133,738 135,058 (1.0)
Operating income 9,536 14,144 (32.6)
Operating margin (%) 7.1 10.5
AEROSPACE & DEFENSE
Net sales 85,026 78,331 8.5
Operating income 8,480 6,120 38.6
Operating margin (%) 10.0 7.8
Order intake 76,138 73,713 3.3
Order backlog at June 30 257,394 269,976 (4.7)
Second-quarter 1995 sales increased $40.8 million, or 8.8%, over the 1994
second quarter. Industrial and aerospace & defense sales increased 14.3% and
8.5%, respectively, while automotive sales declined 1%. U.S. sales increased
$13.3 million and non-U.S. sales, principally in Europe, increased $27.5
million. Approximately 50% of the non-U.S. sales increase was the result of
changes in currency exchange rates, primarily due to the continued weakening
of the U.S. dollar compared with other major currencies.
-7-
<PAGE>
Analysis of Operations - Continued
Industrial sales increased $35.4 million, or 14.3%, over the 1994 second
quarter. U.S. industrial sales, which account for nearly two-thirds of the
Company's industrial sales, increased $18.5 million, or 11.5%, over the 1994
second quarter. Non-U.S. industrial sales increased $16.9 million, or 17.5%,
over the prior year. Changes in currency exchange rates accounted for nearly
$5 million of the non-U.S. industrial sales increase. Second-quarter 1995
sales increased $6.6 million, or 2.4%, over the 1995 first quarter, reflecting
continued momentum in the Company's principal industrial markets. Most of
this increase was in the U.S. and Asian regions, as European sales were
relatively flat compared with the first quarter. Second-quarter 1995 order
intake of $270.2 million represented a $6.4 million, or 2.4%, increase over
the prior year. Order backlog at June 30, 1995, was $192.7 million, compared
with $179.4 million at June 30, 1994.
Second-quarter 1995 automotive sales were $1.3 million, or 1%, lower than in
the 1994 second quarter. Increased European automotive segment sales,
particularly air conditioning and power steering connectors, nearly offset the
decline in U.S. automotive segment sales. European automotive sales
increased $10.6 million, or 16.9%, over the prior-year period. Nearly $8
million of this increase resulted from changes in currency exchange rates.
Demand for automotive connectors in Europe is expected to remain strong
throughout the year. U.S. automotive segment sales in the 1995 second quarter
declined $11.9 million, or 16.6%, from the 1994 second quarter, reflecting the
expected phase out of certain automotive programs as well as continued decline
in U.S. auto production. U.S. auto production for the remainder of 1995 is
expected to remain at levels lower than the prior year.
Aerospace & defense sales increased $6.7 million, or 8.5%, over the 1994
second quarter and also improved over the 1995 first quarter. Although this
market remains soft, the Company's aerospace & defense business continues to
show a progression of increasing quarterly sales, the result of both winning
available new business and displacing competitors on existing programs. Order
intake for the second quarter of $76.1 million was $2.4 million, or 3.3%,
higher than in the 1994 second quarter. Order backlog of $257.4 million was
$12.6 million, or 4.7%, lower than at June 30, 1994.
Consolidated manufacturing income and manufacturing margin improved over the
1994 second quarter. Manufacturing income increased $15.5 million, or 13.4%,
and manufacturing margin improved from 25% in the 1994 second quarter to 26.1%
in the 1995 second quarter. As with the 1995 first quarter, the 1995 second-
quarter earnings improvement was led by the industrial segment. Manufacturing
income and margin for the industrial segment improved significantly over the
1994 second quarter, principally the result of both increased sales and
benefits from restructuring initiatives to improve manufacturing and
distribution processes. Manufacturing income and margin for the automotive
segment declined from the 1994 second quarter, due to the impact of lower
sales in the U.S., the phase out of certain high-margin programs and
manufacturing inefficiencies in certain of the U.S. automotive plastics
operations. Second-quarter 1995 manufacturing income and margin for European
automotive operations increased over the comparable 1994 period. Higher sales
-8-
<PAGE>
Analysis of Operations - Continued
and continued cost-containment efforts in the aerospace & defense segment
generated second-quarter 1995 manufacturing income and margin exceeding that
of the 1994 second quarter.
Selling and general administrative and engineering, research and development
expenses (operating expenses) were $4.4 million higher than in the 1994 second
quarter. However, as a percent of sales, operating expenses declined to 16%
in the 1995 second quarter compared with 16.5% in the second quarter of 1994.
Increased costs in the 1995 second quarter principally relate to changes in
currency exchange rates and provisions for incentive compensation and profit-
sharing associated with the higher earnings level.
Interest expense in the 1995 second quarter was $542,000 lower than in the
1994 second quarter due to lower average debt levels in 1995. Other expenses
- net were $1.8 million lower in the 1995 second quarter compared with the
comparable 1994 period primarily due to lower exchange losses in Brazil and
higher income from unconsolidated affiliates.
Net income for the 1995 second quarter amounting to $33.3 million, or $1.11
per share, was the highest of any quarter in the Company's history and
compares with second-quarter 1994 net income of $19.3 million, or 66 cents per
share. This represents a 68% increase in net income per share over the 1994
second quarter. In the 1995 second quarter, the estimated annual effective
tax rate was reduced to 26% from 30% as reported in the 1995 first quarter.
The rate reduction was attributable to several factors, including the effect
of higher projected earnings in lower-tax-rate countries, higher after-tax
earnings of investments in unconsolidated affiliates and greater utilization
of tax loss carryforwards outside the U.S. for which deferred tax valuation
allowances had previously been provided. The change in the estimated annual
effective income tax rate increased net income for the 1995 second quarter and
six-month period by $3 million, or 10 cents per share. The Company expects
the effective income tax rate for years subsequent to 1995 to return to rates
more comparable to the 35% rate that was reported for 1994.
-9-
<PAGE>
Analysis of Operations - Continued
Six Months 1995 Compared with Six Months 1994
The following data provide highlights for the first six months of 1995
compared with the first six months of 1994.
Six Months Ended
June 30 Percent
(dollars in thousands, ------------------- Increase
except per share data) 1995 1994 (Decrease)
---- ---- ----------
CONSOLIDATED
Net sales $1,000,252 $900,694 11.1%
Manufacturing income 253,363 223,891 13.2
Manufacturing margin (%) 25.3 24.9
Operating income 91,720 71,883 27.6
Operating margin (%) 9.2 8.0
Net income 55,868 32,598 71.4
Net income per share 1.88 1.12 67.9
INDUSTRIAL
Net sales 559,108 480,242 16.4
Operating income 69,090 41,711 65.6
Operating margin (%) 12.4 8.7
Order intake 570,980 517,968 10.2
Order backlog at June 30 192,726 179,397 7.4
AUTOMOTIVE
Net sales 273,921 263,622 3.9
Operating income 19,719 28,089 (29.8)
Operating margin (%) 7.2 10.7
AEROSPACE & DEFENSE
Net sales 167,223 156,830 6.6
Operating income 15,641 12,621 23.9
Operating margin (%) 9.4 8.0
Order intake 156,089 154,853 .8
Order backlog at June 30 257,394 269,976 (4.7)
Sales exceeding $1 billion for the first six months of 1995 were a record for
the Company and were $99.6 million, or 11.1%, higher than in the comparable
1994 period. U.S. sales increased $34 million, or 5.8%, while non-U.S. sales,
principally Europe, increased $65.6 million, or 21%. Nearly $32 million of
the non-U.S. sales increase was due to changes in currency exchange rates.
Industrial sales for the first six months of 1995 amounting to $559.1 million
were also a record and were $78.9 million, or 16.4%, higher than in the
comparable 1994 period. Industrial sales in all regions - U.S., Europe, Asia
and South America - showed significant percentage gains over the prior year's
six-month period. Changes in exchange rates accounted for approximately $12
million of the increase.
-10-
<PAGE>
Analysis of Operations - Continued
Automotive sales increased $10.3 million, or 3.9%, over the 1994 six-month
period. U.S. automotive segment sales declined $16.7 million, or 11.6%, from
the comparable 1994 period. This lower U.S. automotive segment sales volume
was the result of the phase out of certain of the Company's U.S. automotive
programs and declining auto industry production compared with the prior year.
European automotive segment sales, conversely, increased $27 million, or
22.5%, from the prior year's six-month period. Nearly 60% of the European
sales increase was due to changes in currency exchange rates.
Aerospace & defense sales for the first six months of 1995 were $10.4 million,
or 6.6%, greater than the comparable 1994 period. The aerospace & defense
segment continues to show modest growth in markets that are still soft.
Manufacturing income and margin for the first six months of 1995 improved over
the comparable 1994 period, similar to the factors as described for the second
quarter. The industrial segment achieved significant gains in manufacturing
income and margin over the prior year, benefitting from higher sales and the
effects of restructured manufacturing and distribution processes. The
aerospace & defense segment recognized more modest increases to manufacturing
income and margin, while results for the automotive segment declined, largely
due to reduced U.S. volume, program phase-outs and manufacturing
inefficiencies.
Although lower as a percent of sales, overhead expenses for the 1995 six-month
period were $9.6 million, or 6.3%, higher than in the comparable 1994 period.
Like the second quarter, overhead expenses for the industrial and aerospace &
defense segments were greater in 1995, while overhead expenses for the
automotive segment were lower.
Interest expense for the 1995 six-month period was $1.3 million lower than in
the first six months of 1994, reflecting the effect of lower average debt
levels in 1995. Other expenses - net were $4.1 million lower in 1995 due, in
part, to lower exchange losses in Brazil during 1995 and higher income from
unconsolidated affiliates.
Net income for the first six months of 1995 amounting to $55.9 million, or
$1.88 per share, was a record for the Company and was $23.3 million, or 76
cents per share, greater than net income for the 1994 first six months. The
reduction in the estimated annual effective tax rate from 30% in the first
quarter to 26% in the second quarter increased net income for the 1995 six-
month period by $3 million, or 10 cents per share.
Liquidity, Working Capital and Capital Investment
Cash provided by operating activities for the first six months of 1995 totaled
$35.8 million, compared with $66.7 million for the six months ended June 30,
1994. 1995 cash provided by operations includes a $50 million increase in
working capital resulting from the termination of the Company's program for
the sale of accounts receivable. Despite the increasing sales volume, the
Company has been able to hold inventory balances at relatively constant
levels. 1995 quarterly dividend payments were increased to 18 cents per share
from 17 cents per share in 1994. Dividends totaling $10.4 million have been
paid in 1995, compared with $9.8 million in the first six months of 1994.
-11-
<PAGE>
Liquidity, Working Capital and Capital Investment - Continued
Debt payments for the first six months of 1995 totaled $3.8 million. The
debt-to-capitalization ratio (debt divided by debt plus equity) declined from
42.6% at December 31, 1994, to 38.7% at June 30, 1995.
Under terms of a revolving credit agreement with a consortium of U.S. and non-
U.S. banks, the Company may borrow up to $175 million. The agreement is
intended to support the Company's commercial paper borrowing and, to the
extent not so utilized, provide domestic borrowing capacity. The remaining
borrowing capacity under this agreement at June 30, 1995, was $170.7 million.
In addition to this agreement, the Company has uncommitted arrangements with
various banks to provide short-term financing as necessary. The Company
expects that cash flow from operations for the remainder of the year will be
sufficient to meet normal operating requirements.
-12-
<PAGE>
TRINOVA CORPORATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibit is filed hereunder as part of Part I:
Exhibit (11) Statement re: Computation of Per Share Earnings
(b) The following exhibits are filed as part of Part II:
Exhibit (10)-11 TRINOVA Corporation Supplemental Benefit Plan
(amended and restated July 18, 1995, but effective
January 1, 1995)
Exhibit (27) Financial Data Schedule
The following exhibits are filed as part of Part II and are
incorporated by reference hereunder:
Exhibit (4)-1 First Supplemental Indenture, dated as of May 4,
1992, between TRINOVA Corporation and NBD Bank, with
respect to the issuance of $75,000,000 aggregate
principal amount of TRINOVA Corporation 7.95% Notes
Due 1997, filed as Exhibit (4)-1 to Form SE filed on
May 6, 1992
Exhibit (4)-2 7.95% Notes Due 1997, issued pursuant to the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), as supplemented by the First
Supplemental Indenture, dated as of May 4, 1992,
between TRINOVA Corporation and NBD Bank, filed as
Exhibit (4)-2 to Form SE filed on May 6, 1992
Exhibit (4)-3 Officers' Certificate of TRINOVA Corporation, dated
May 4, 1992, pursuant to Section 2.01 of the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), as supplemented by the First
Supplemental Indenture, dated as of May 4, 1992,
between TRINOVA Corporation and NBD Bank, filed as
Exhibit (4)-3 to Form SE filed on May 6, 1992
Exhibit (4)-4 Rights Agreement, dated January 26, 1989, between
TRINOVA Corporation and First Chicago Trust Company
of New York filed as Exhibit (2) to Form 8-A filed
on January 27, 1989, as amended by the First
Amendment to Rights Agreement, filed as Exhibit (5)
to Form 8 filed on July 1, 1992
-13-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
Exhibit (4)-5 Form of Share Certificate for Common Shares, $5 par
value, of TRINOVA Corporation, filed as Exhibit (4)-
2 to Form SE filed on July 1, 1992
Exhibit (4)-6 Fiscal Agency Agreement, dated as of October 26,
1987, between TRINOVA Corporation, as Issuer, and
Bankers Trust Company, as Fiscal Agent, with respect
to $100,000,000 aggregate principal amount of
TRINOVA Corporation 6% Convertible Subordinated
Debentures Due 2002, filed as Exhibit (4)-1 to Form
SE filed on March 18, 1993
Exhibit (4)-7 Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), with respect to the issuance of
$50,000,000 aggregate principal amount of TRINOVA
Corporation 9.55% Senior Sinking Fund Debentures Due
2018, and the issuance of $75,000,000 aggregate
principal amount of TRINOVA Corporation 7.95% Notes
Due 1997, filed as Exhibit (4)-2 to Form SE filed on
March 18, 1993
Exhibit (10)-1 TRINOVA Corporation 1982 Stock Option Plan, filed as
Exhibit (10)-1 to Form SE filed on March 18, 1993
Exhibit (10)-2 TRINOVA Corporation 1984 Incentive Compensation
Plan, filed as Exhibit (10)-2 to Form SE filed on
March 18, 1993
Exhibit (10)-3 TRINOVA Corporation 1987 Stock Option Plan, filed as
Exhibit (10)-3 to Form SE filed on March 18, 1993
Exhibit (10)-4 Change in Control Agreement for Officers, filed as
Exhibit (10)-4 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
executive officers of the Company are identical in
all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the officers and the dates of execution,
and as to other variations directly necessitated by
said differences)
Exhibit (10)-5 Change in Control Agreement for Non-Officers, filed
as Exhibit (10)-5 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
non-officer employees of the Company are identical
in all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the employees and the dates of
execution, and as to other variations directly
necessitated by said differences)
-14-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
Exhibit (10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, filed
as Appendix A to the proxy statement for the annual
meeting held on April 21, 1994
Exhibit (10)-7 TRINOVA Corporation 1989 Non-Employee Directors'
Equity Plan, filed as Exhibit (10)-12 to Form 10-K
filed on March 18, 1994
Exhibit (10)-8 TRINOVA Corporation Plan for Optional Deferment of
Directors' Fees (amended and restated effective
April 1, 1995) filed as Exhibit (10)-8 to Form 10-K
filed on March 20, 1995
Exhibit (10)-9 TRINOVA Corporation Directors' Retirement Plan
(amended and restated effective January 1, 1990),
filed as Exhibit (10)-9 to Form 10-K filed on March
20, 1995
Exhibit (10)-10 TRINOVA Corporation Voluntary Deferred Compensation
Plan (effective April 1, 1995), filed as Exhibit
(10)-11 to Form 10-K filed on March 20, 1995
Exhibit (99(i))-1 TRINOVA Corporation Directors' Charitable Award
Program, filed as Exhibit (99(i))-2 to Form 10-K
filed on March 18, 1994
Exhibit (99(i))-2 Credit Agreement, dated as of August 31, 1994, among
TRINOVA Corporation (borrower) and The Bank of Tokyo
Trust Company; Chemical Bank; Citibank, N.A;
Dresdner Bank AG, New York and Grand Cayman
branches; The First National Bank of Chicago; Morgan
Guaranty Trust Company of New York; NBD Bank; and
Union Bank of Switzerland, Chicago branches (banks)
and Citibank, N.A. (administrative agent), filed as
Exhibit (99(i))-2 to Form 10-Q filed on November 3,
1994
(b) There were no reports on Form 8-K filed for the quarter ended
June 30, 1995.
-15-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRINOVA CORPORATION
By /S/ DARRYL F. ALLEN
-----------------------------------------
August 10, 1995 Darryl F. Allen
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
By /S/ DAVID M. RISLEY
August 10, 1995 -----------------------------------------
David M. Risley
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
-16-
EXHIBIT INDEX
Exhibit No. Page No.
(4)-1 First Supplemental Indenture, dated as of May 4, Incorporated
1992, between TRINOVA Corporation and NBD Bank, by Reference
with respect to the issuance of $75,000,000
aggregate principal amount of TRINOVA Corporation
7.95% Notes Due 1997, filed as Exhibit (4)-1 to
Form SE filed on May 6, 1992
(4)-2 7.95% Notes Due 1997, issued pursuant to the Incorporated
Indenture, dated as of January 28, 1988, between by Reference
TRINOVA Corporation and NBD Bank (formerly
National Bank of Detroit), as supplemented by
the First Supplemental Indenture, dated as of
May 4, 1992, between TRINOVA Corporation and NBD
Bank, filed as Exhibit (4)-2 to Form SE filed on
May 6, 1992
(4)-3 Officers' Certificate of TRINOVA Corporation, Incorporated
dated May 4, 1992, pursuant to Section 2.01 of by Reference
the Indenture, dated as of January 28, 1988,
between TRINOVA Corporation and NBD Bank
(formerly National Bank of Detroit), as
supplemented by the First Supplemental
Indenture, dated as of May 4, 1992, between
TRINOVA Corporation and NBD Bank, filed as
Exhibit (4)-3 to Form SE filed on May 6, 1992
(4)-4 Rights Agreement, dated January 26, 1989, Incorporated
between TRINOVA Corporation and First Chicago by Reference
Trust Company of New York filed as Exhibit (2)
to Form 8-A filed on January 27, 1989, as
amended by the First Amendment to Rights
Agreement filed as Exhibit (5) to Form 8 filed
on July 1, 1992
(4)-5 Form of Share Certificate for Common Shares, $5 Incorporated
par value, of TRINOVA Corporation, filed as by Reference
Exhibit (4)-2 to Form SE filed on July 1, 1992
(4)-6 Fiscal Agency Agreement, dated as of October 26, Incorporated
1987, between TRINOVA Corporation, as Issuer, by Reference
and Bankers Trust Company, as Fiscal Agent, with
respect to $100,000,000 aggregate principal
amount of TRINOVA Corporation 6% Convertible
Subordinated Debentures Due 2002, filed as
Exhibit (4)-1 to Form SE filed on March 18, 1993
-17-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(4)-7 Indenture, dated as of January 28, 1988, between Incorporated
TRINOVA Corporation and NBD Bank (formerly by Reference
National Bank of Detroit), with respect to the
issuance of $50,000,000 aggregate principal
amount of TRINOVA Corporation 9.55% Senior
Sinking Fund Debentures Due 2018, and the
issuance of $75,000,000 aggregate principal
amount of TRINOVA Corporation 7.95% Notes Due
1997, filed as Exhibit (4)-2 to Form SE filed
on March 18, 1993
(10)-1 TRINOVA Corporation 1982 Stock Option Plan, Incorporated
filed as Exhibit (10)-1 to Form SE filed on by Reference
March 18, 1993
(10)-2 TRINOVA Corporation 1984 Incentive Compensation Incorporated
Plan, filed as Exhibit (10)-2 to Form SE filed by Reference
on March 18, 1993
(10)-3 TRINOVA Corporation 1987 Stock Option Plan, Incorporated
filed as Exhibit (10)-3 to Form SE filed on by Reference
March 18, 1993
(10)-4 Change in Control Agreement for Officers, Incorporated
filed as Exhibit (10)-4 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various executive officers of the
Company are identical in all respects to the
form of Agreement filed as an Exhibit to Form SE
except as to differences in the identity of the
officers and the dates of execution, and as to
other variations directly necessitated by said
differences)
(10)-5 Change in Control Agreement for Non-Officers, Incorporated
filed as Exhibit (10)-5 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various non-officer employees of
the Company are identical in all respects to
the form of Agreement filed as an Exhibit to
Form SE except as to differences in the identity
of the employees and the dates of execution, and
as to other variations directly necessitated by
said differences)
(10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, Incorporated
filed as Appendix A to the proxy statement for by Reference
the annual meeting held on April 21, 1994
-18-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(10)-7 TRINOVA Corporation 1989 Non-Employee Directors' Incorporated
Equity Plan, filed as Exhibit (10)-12 to by Reference
Form 10-K filed on March 18, 1994
(10)-8 TRINOVA Corporation Plan for Optional Deferment Incorporated
of Directors' Fees (amended and restated by Reference
effective April 1, 1995) filed as Exhibit (10)-8
to Form 10-K filed on March 20, 1995
(10)-9 TRINOVA Corporation Directors' Retirement Plan Incorporated
(amended and restated effective January 1, 1990) by Reference
filed as Exhibit (10)-9 to Form 10-K filed on
March 20, 1995
(10)-10 TRINOVA Corporation Voluntary Deferred Compensation Incorporated
Plan (effective April 1, 1995), filed as Exhibit by Reference
(10)-11 to Form 10-K filed on March 20, 1995
(10)-11 TRINOVA Corporation Supplemental Benefit Plan 20
(amended and restated July 18, 1995, but effective
January 1, 1995)
(11) Statement re: Computation of Per Share Earnings 26
(27) Financial Data Schedule 27
(99(i))-1 TRINOVA Corporation Directors' Charitable Award Incorporated
Program, filed as Exhibit (99(i))-2 to by Reference
Form 10-K filed on March 18, 1994
(99(i))-2 Credit Agreement, dated as of August 31, 1994, Incorporated
among TRINOVA Corporation (borrower) and The Bank by Reference
of Tokyo Trust Company; Chemical Bank; Citibank,
N.A.; Dresdner Bank AG, New York and Grand Cayman
branches; The First National Bank of Chicago;
Morgan Guaranty Trust Company of New York; NBD
Bank; and Union Bank of Switzerland, Chicago
branches (banks) and Citibank, N.A. (administrative
agent), filed as Exhibit (99(i))-2 to Form 10-Q
filed on November 3, 1994
-19-
EXHIBIT (10)-11
TRINOVA CORPORATION SUPPLEMENTAL BENEFIT PLAN
Effective: January 1, 1976
Restatement Date: July 18, 1995, but Effective January 1, 1995
1. TRINOVA Corporation ("Company") previously established the TRINOVA
Corporation Supplemental Benefit Plan ("Plan") for the sole purpose of
providing benefits for certain employees in excess of the limitation on
contributions and benefits imposed by the Internal Revenue Code upon the
Company's qualified employee pension benefit plans. The Plan was last amended
and restated on May 31, 1995, but effective as of January 1, 1995. The
Company hereby further amends and restates the Plan effective as of January 1,
1995, superseding in its entirety all prior amendments and restatements
thereof.
2. Each of the following persons ("Participant") shall participate in
the Plan:
(a) Any person who is a full-time employee of the Company (or of any of
its affiliates which adopts the Plan in writing with the consent of
the Company, such affiliate being hereinafter referred to as a
"Sponsoring Affiliate"), and whose benefits under the qualified
defined benefit plans sponsored by the Company or by any of such
Sponsoring Affiliates are, as a result of the application of
section 401(a)(17) and/or section 415 of the Internal Revenue Code
of 1986, as amended ("Code"), less than the amount otherwise
payable from such defined benefit plans in the absence of the
limitations in such sections.
(b) Any person who is a full-time employee of the Company (or of any of
such Sponsoring Affiliates), and whose allocations under the
qualified defined contribution plans sponsored by the Company or by
any of such Sponsoring Affiliates are, as a result of the
application of section 401(a)(17) and/or section 415 of the Code,
less than the amount which could otherwise be allocated to his or
her account in such defined contribution plans in the absence of
the limitations in such sections.
3. With respect to each Participant described in paragraph 2(a),
benefits payable under the Plan shall be an amount equal to the difference
between (a) the amount which would be payable to the Participant under the
appropriate qualified defined benefit plan in which he or she participates in
the absence of the limitations in section 401(a)(17) and/or section 415 of the
Code and (b) the amount payable to the Participant under the qualified defined
benefit plan sponsored by the Company or by the Sponsoring Affiliate in which
he or she participates. In calculating the amount which would have been
payable to a Participant under the qualified defined benefit plan in which he
-20-
<PAGE>
or she participates in the absence of the limitations in section 401(a)(17)
and/or section 415 of the Code, his or her annual compensation and earnings
(as those terms are defined in the qualified defined benefit plan in which he
or she participates) shall be deemed to include (1) any amounts the
Participant has deferred under the Company's Voluntary Deferred Compensation
Plan, and (2) any bonuses or other compensation earned but not paid to the
Participant during the year solely because his or her current compensation was
limited to the maximum amount deductible under section 162(m) of the Code.
4. With respect to each Participant described in paragraph 2(b), an
allocation shall be credited each year to an account in such Participant's
name on the records of the Company as of the date such allocation would have
been made to the qualified defined contribution plan in which he or she
participates in the absence of the limitations in section 401(a)(17) and/or
section 415 of the Code, in an amount equal to the difference between (a) the
amount which could have been allocated to such Participant's account in the
qualified defined contribution plan in which he or she participates in the
absence of the limitations in section 401(a)(17) and/or section 415 of the
Code and (b) the amount actually allocated to his or her account in such
qualified defined contribution plan. Subject to paragraph 5 hereof, each
Participant's account under the Plan will also be credited with interest as of
the last day of each calendar quarter equal to two percentage points in excess
of the Moody's Corporate Bond Yield Average, determined as of the last day of
the quarter, or such other interest rate as may be established by the
Organization and Compensation Committee of the Board of Directors of the
Company for such purpose. A separate account shall be maintained on the
records of the Company and Sponsoring Affiliate in the name of each
Participant for each qualified defined contribution plan sponsored by such
entity in which the Participant participates. In calculating the amount which
would have been allocated to such Participant's account in the qualified
defined contribution plan in which he or she participates in the absence of
the limitations in section 401(a)(17) and/or section 415 of the Code, his or
her annual compensation and earnings (as those terms are defined in the
qualified defined contribution plan in which he or she participates) shall be
deemed to include (1) any amounts the Participant has deferred under the
Company's Voluntary Deferred Compensation Plan, and (2) any bonuses or other
compensation earned but not paid to the Participant during the year solely
because his or her current compensation was limited to the maximum amount
deductible under section 162(m) of the Code.
5. The Company and each Sponsoring Affiliate shall establish an
irrevocable grantor trust ("Rabbi Trust") to which the Company and its
Sponsoring Affiliates (as the case may be) may, at the sole discretion of
their respective boards of directors, make contributions for the purpose of
satisfying all or a portion of their obligations under the Plan. Any benefits
paid from such Rabbi Trust shall reduce the amount of the benefits payable
hereunder by the Company or its Sponsoring Affiliate (as the case may be) from
its general corporate assets. In addition, to the extent any benefits become
payable to a Participant pursuant to the terms of a split dollar supplemental
offset plan established by the Company or any Sponsoring Affiliate (including
the vesting of a Participant's interest in a life insurance policy purchased
under such a plan), the value of such benefits shall reduce the amount of any
benefits otherwise payable hereunder by the Company or any Sponsoring
Affiliate.
-21-
<PAGE>
Notwithstanding the final paragraph of paragraph 4 hereof, if the
Company or Sponsoring Affiliate makes a contribution to such Rabbi Trust,
earnings credited to each Participant's accounts described in paragraph 4
hereof from and after the date of the contribution shall not be determined
under paragraph 4 hereof, but rather shall be based on the investment
performance of the Rabbi Trust.
Furthermore (and notwithstanding any provision herein to the
contrary), the Company and each Sponsoring Affiliate shall contribute to the
Rabbi Trust that aggregate amount calculated pursuant to paragraph 6 hereof
within ten days of a Change in Control.
A "Change in Control" shall have occurred for purposes of the Plan if
any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held
in the aggregate by the holders of Voting Stock immediately prior
to such transaction;
(ii) If the Company sells all or substantially all of its assets to any
other corporation or other legal person, less than a majority of
the combined voting power of the then-outstanding securities of
such corporation or person immediately after such transaction are
held in the aggregate by the holders of Voting Stock immediately
prior to such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant
to the Exchange Act, disclosing that any Person has become the
Beneficial Owner of 20 percent or more of the Voting Stock;
(iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) that a change in control of the
Company has or may have occurred or will or may occur in the future
pursuant to any then-existing contract or transaction; or
(v) If during any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the
Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the
Company's shareholders, of each director of the Company first
elected during such period was approved by a vote of at least two-
thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period.
Notwithstanding the foregoing provisions of subparagraph (iii) or subparagraph
(iv) hereof, a "Change in Control" shall not be deemed to have occurred for
purposes hereof solely because (i) the Company, (ii) an entity in which the
-22-
<PAGE>
Company directly or indirectly beneficially owns 50 percent or more of the
voting securities, or (iii) any employee stock ownership plan sponsored by the
Company, operating company or affiliate (as the case may be) or any other
employee benefit plan of the Company, operating company or affiliate, either
files or becomes obligated to file a report or a proxy statement under or in
response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), disclosing beneficial
ownership by it of shares of Voting Stock, whether in excess of 20 percent or
otherwise, or because the Company reports that a change in control of the
Company has or may have occurred or will or may occur in the future by reason
of such beneficial ownership.
For purposes of the foregoing
(a) "Beneficial Owner" of Voting Stock shall mean any Person who would
be deemed to beneficially own such Voting Stock within the meaning
of Rule 13d-3 promulgated under the Exchange Act, or any successor
rules or regulations thereto.
(b) "Person" shall mean any "person," as the term "person" is used and
defined in Section 14(d)(2) of the Exchange Act, and any
"affiliate" or "associate" of any such person, as the terms
"affiliate" and "associate" are defined in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act as in effect
on the date hereof.
(c) "Voting Stock" shall mean all outstanding securities of the Company
entitled to vote generally in the election of directors of the
Company at the time in question.
6. The amount to be contributed to the Rabbi Trust in the event of the
occurrence of a Change in Control (as defined in paragraph 5 hereof) shall be
(a) the sum of (1) the value (determined as of the date the Change in Control
occurs) of all vested benefits accrued to Participants in the defined
contribution portion of the Plan as well as the value of all vested benefits
in pay status to beneficiaries in the defined contribution portion of the Plan
and (2) the amount necessary to purchase annuities which will provide
Participants (as well as beneficiaries whose benefits are in pay status) with
the vested benefits they have accrued in the defined benefit portion of the
Plan as of the date the Change in Control occurs, less (b) any amounts
previously contributed with respect to such Participants and such
beneficiaries to the Rabbi Trust. To the extent that the Company or any
Sponsoring Affiliate has entered into a split dollar supplemental offset plan
agreement on behalf of any Participant, the amount to be contributed to the
Rabbi Trust shall also be reduced by the value of such Participant's vested
interest in the policy purchased under such supplemental offset plan
agreement.
7. Benefits under the Plan shall be payable from those assets which
are subject to the claims of general creditors of the Company and its
Sponsoring Affiliates or from the Rabbi Trust at such time or times, and shall
be subject to the same terms and conditions as if being paid pursuant to the
appropriate underlying qualified plan. However, notwithstanding the
-23-
<PAGE>
foregoing, if the employment of a Participant terminates (either voluntarily
or involuntarily) following the occurrence of a Change in Control (as defined
in paragraph 5 hereof) but prior to the Participant's attainment of the age at
which benefits would be payable to him or her under the qualified defined
benefit plan sponsored by the Company or a Sponsoring Affiliate in which the
Participant participates, upon written request by the Participant to the
Company or Sponsoring Affiliate, as the case may be, which previously employed
the Participant, such entity shall direct the trustee of the Rabbi Trust to
purchase an annuity contract providing such Participant with benefits payable
at such time or times, in such manner and in such amounts as would have
otherwise been payable hereunder, and to deliver such annuity contract to the
Participant within ten days of the date of such request or within ten days of
the occurrence of the funding described in paragraph 6 hereof, whichever
occurs later. Any payments to a Participant under such annuity contract shall
fully discharge the payment obligations under the Plan with respect to such
payments.
Upon the death of the Participant, any balance in the Participant's
account under paragraph 4 shall be paid to the Participant's beneficiary in
the same manner and at the same time as any death benefits payable to the
Participant's beneficiary under the Company's Retirement Savings and Profit-
Sharing Plan, and any survivor benefit payable with respect to the benefits
under paragraph 3 shall be paid to the Participant's beneficiary in the same
manner as the equivalent survivor benefit under the applicable defined benefit
plan maintained by the Company (or a Sponsoring Affiliate). For purposes
hereof, the beneficiary shall be determined by reference to the beneficiary
designation form completed by the Participant for the Company's Retirement
Savings and Profit-Sharing Plan or, if none, by reference to the provisions of
said Plan.
8. Except to the extent that a Participant or former Participant may
designate a beneficiary to receive any payment to be made following his or her
death and except by will or the laws of descent and distribution, no rights
under this Plan shall be assignable, transferrable or subject to encumbrance
or charge of any nature. No claim for the nonpayment or erroneous payment of
benefits hereunder may be made other than by the Participant or former
Participant or by his or her estate acting on his or her behalf.
9. If a former Participant who is receiving (or is eligible to begin
receiving) benefits under the Plan has a mental or physical condition which
the Administrative Committee, in its sole discretion based on medical evidence
it deems acceptable, determines will prevent such person from satisfactorily
managing his or her personal financial affairs, the Administrative Committee
may direct any and all of the benefits to which the former Participant may be
entitled to be paid in any one or more of the following ways:
(a) to the former Participant, or
(b) to the former Participant's legal guardian or conservator, or
(c) to the former Participant's spouse,
(d) or to any other individual or entity to be expended for the benefit
of the former Participant.
-24-
<PAGE>
Such payment shall be in complete satisfaction of the Company's obligations
under the Plan.
10. The Company or its Sponsoring Affiliate may at any time amend,
suspend or terminate the Plan in whole or in part with respect to its own
employees, but such action shall not reduce the amount of benefits or income
previously credited to the account of any Participant or former Participant.
11. Nothing contained herein shall be construed as a guarantee of
employment nor as a limitation on the right to terminate the employment of any
Participant in the Plan, either with or without cause.
12. The Plan shall be administered by the TRINOVA Corporation
Administrative Committee.
13. The Plan is established under and shall be construed according
to the laws of the State of Ohio.
The foregoing has been approved by and is being executed on behalf of
TRINOVA Corporation effective as of January 1, 1995.
TRINOVA CORPORATION
By /S/ WILLIAM R. AMMANN
William R. Ammann,
Vice President - Administration
and Treasurer
-25-
EXHIBIT 11
<TABLE>
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
TRINOVA CORPORATION
(In thousands, except per share data)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ -------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
OUTSTANDING (NOTE A)
Average shares outstanding 28,815 28,745 28,812 28,659
Assumed conversion of the 6%
convertible debentures 1,905 1,905 1,905 1,905
Net effect of dilutive stock
options based upon treasury stock
method using average market price 70 216 70 216
--------- ---------- ---------- ----------
Average shares of common stock
and common stock equivalents
outstanding 30,790 30,866 30,787 30,780
========== ========== ========== ==========
INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A)
Net income $ 33,280 $ 19,324 $ 55,868 $ 32,598
After-tax equivalent of interest
expense on the 6% convertible
debentures 930 930 1,860 1,860
---------- ---------- ---------- ----------
Income attributable to common stock $ 34,210 $ 20,254 $ 57,728 $ 34,458
========== ========== ========== ==========
Net Income per Share $ 1.11 $ .66 $ 1.88 $ 1.12
========== ========== ========== ==========
<NOTE>
Note A - Net income per share is computed using the average number of common
shares outstanding, including common stock equivalents. The assumed
conversion of the Company's 6% convertible debentures was included in average
shares outstanding, increasing the average number of shares outstanding by
1,904,762 shares. For purposes of computing net income per share, net income
was increased for the after-tax equivalent of interest expense on the 6%
convertible debentures.
</NOTE>
</TABLE>
-26
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENT
OF FINANCIAL POSITION AND THE CONDENSED STATEMENT OF OPERATIONS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 17,493
<SECURITIES> 0
<RECEIVABLES> 340,238
<ALLOWANCES> 14,468
<INVENTORY> 225,704
<CURRENT-ASSETS> 612,408
<PP&E> 917,306
<DEPRECIATION> 525,701
<TOTAL-ASSETS> 1,089,460
<CURRENT-LIABILITIES> 312,280
<BONDS> 235,814
<COMMON> 144,111
0
0
<OTHER-SE> 238,911
<TOTAL-LIABILITY-AND-EQUITY> 1,089,460
<SALES> 1,000,252
<TOTAL-REVENUES> 1,000,252
<CGS> 746,889
<TOTAL-COSTS> 746,889
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,906
<INCOME-PRETAX> 75,468
<INCOME-TAX> 19,600
<INCOME-CONTINUING> 55,868
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,868
<EPS-PRIMARY> 1.88
<EPS-DILUTED> 1.88
</TABLE>
