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Previous: KMART CORP, 8-K, 1995-06-26 |
Next: LINCOLN ELECTRIC CO, S-3/A, 1995-06-26 |
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file no. 1-924
A. Full title of the plan:
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
B. Name of issuer of the securities
held pursuant to the plan and the
address of its principal executive office:
TRINOVA CORPORATION
3000 Strayer
Maumee, Ohio 43537-0050
This document, including exhibits, contains 28 pages.
The cover page consists of 1 page.
The Exhibit Index is located on page 27.
<PAGE>
REQUIRED INFORMATION
The following financial statements are furnished for the TRINOVA
Corporation Retirement Savings and Profit-Sharing Plan:
Page
Report of Independent Auditors 3
Statements of Assets Available for
Plan Benefits 4
Statements of Changes in Assets Available
for Plan Benefits 5
Notes to Financial Statements 6
Exhibit
The following exhibit is filed herewith:
Exhibit
Number
(1) Consent of Independent Auditors
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
By: /S/ WILLIAM R. AMMANN
William R. Ammann
Vice President - Administration and
Treasurer
-2-
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
TRINOVA Corporation
Retirement Savings and Profit-Sharing Plan
We have audited the accompanying statements of assets available for plan
benefits of the TRINOVA Corporation Retirement Savings and Profit-Sharing Plan
as of December 31, 1994 and 1993, and the related statements of changes in
assets available for plan benefits for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
December 31, 1994 and 1993, and the changes in its assets available for plan
benefits for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Toledo, OH
May 26, 1995
-3-
<PAGE>
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
December 31
1994 1993
ASSETS - Note 1
Contributions receivable from employer $ 20,063,389 $ 496,665
Contributions receivable from employees 1,736 18,445
Investments - Note 5
Fixed Income Fund 255,902,476
Vanguard Mutual Funds 146,962,206
TRINOVA Stock Fund 14,469,415
Loans receivable from plan participants 9,415,580 173,833
426,749,677 173,833
Value of interest in Master Trust - Note 5
Fixed Income Fund 3,288,535
Vanguard Mutual Funds 2,487,309
Multi-Asset Fund 2,726,582
TRINOVA Stock Fund 1,138,707
Government Securities Fund 134,082
9,775,215
ASSETS AVAILABLE FOR PLAN BENEFITS $446,814,802 $10,464,158
=========== ===========
See accompanying notes
-4-
<PAGE>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
Year Ended December 31
1994 1993 1992
ADDITIONS
Assets at April 1, 1994 Transferred
from merged plans (Note 1) $407,661,558 $ $
Contributions by employees 14,081,847 571,110 423,407
Contributions by employer 25,523,448 732,516 313,842
Net investment income
Interest 16,506,800 266,324 319,832
Dividends 2,861,005 126,128 80,933
Realized gains on sales
of investments 965,723 123,366 41,795
Other - principally unrealized
gains (losses)on investments (5,191,737) 768,135 230,369
15,141,791 1,283,953 672,929
462,408,644 2,587,579 1,410,178
DEDUCTIONS
Benefits paid to participants 25,979,573 854,447 179,665
Investment management fees 62,869 18,206 11,779
Other - principally net
transfers to affiliated
benefit plans 15,558 12,189 2,425
26,058,000 884,842 193,869
NET ADDITIONS 436,350,644 1,702,737 1,216,309
Assets available for plan benefits
at beginning of year 10,464,158 8,761,421 7,545,112
ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 446,814,802 $10,464,158 $8,761,421
=========== ========== ===========
See accompanying notes
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
TRINOVA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
December 31, 1994
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Merger of Plans
Effective April 1, 1994, the Vickers, Incorporated Retirement Savings and
Profit Sharing Plan, the Aeroquip Corporation Retirement Savings and Profit
Sharing Plan, the Aeroquip Corporation Retirement Savings and Profit Sharing
Plan for Hourly Employees and the Retirement Savings Plan for Spring Arbor
Hourly Employees were merged into the Plan. Hazlehurst and Associates was
terminated as recordkeeper of the plan assets and The Vanguard Group was added
as trustee and recordkeeper. Participants became eligible to participate in
three new investments funds: the Vanguard STAR Fund, the Vanguard Fixed
Income Securities-Long Term Corporate Portfolio Fund, and the Vanguard Money
Market Reserves-U.S. Treasury Portfolio Fund.
Basis of Accounting
The accounting records of the TRINOVA Corporation Retirement Savings and
Profit-Sharing Plan (the Plan) are maintained on the accrual basis.
Investment Valuation and Income Recognition
Marketable securities are stated at aggregate fair value and are valued at the
last sales price of the valuation period quoted by a national securities
exchange. Mutual funds are stated at the net asset value on the last business
day of the plan year. The guaranteed investment contracts are stated at
contract value which approximates fair value. The difference between fair
value and the cost of investments is reflected in the statement of changes in
assets available for plan benefits as unrealized gains (losses) on
investments.
Realized gains or losses on the sales of investments represent the differences
between the proceeds received upon the sale and the cost of investments sold,
determined on an average cost basis.
The Plan's assets, along with assets of other plans, were maintained under a
Master Trust agreement with The Northern Trust Company (the "Master Trust")
through March 31, 1994. Therefore, the Plan had combined interest, dividends,
realized gains and losses on sales of investments, and other-principally
unrealized gains and losses on investments and reported the net amount on line
b(viii) of Item 32 on Form 5500 for the years ended December 31, 1993 and
1992. With the merger of the plans (as described above), on April 1, 1994,
TRINOVA Corporation ("TRINOVA" or the "Company") entered into a Trust
Agreement with Vanguard Fiduciary Trust Company (the "Trust") and the Plan's
assets were transferred from the Master Trust to the Trust.
Statement of Position 94-4 "Reporting of Investment Contracts Held by Benefit
Plans and Defined-Contribution Benefit Plans" (SOP 94-4), which is effective
for plan year ending December 31, 1995, requires that guaranteed investment
contracts (GIC's) and their equivalents be carried at fair market value
-6-
<PAGE>
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
instead of contract value. The Company has elected not to early adopt SOP 94-
4. The effect of adopting this pronoucement in 1995 has not been determined,
however the Company believes it not to be material to the Plan financial
statements.
Payment of Benefits
Effective January 1, 1993, the Plan changed its method of accounting for
benefits of employees who have withdrawn from participation in the Plan but
have not yet been paid. This change was made to conform with new guidance in
the American Institute of Certified Public Accountants Audit and Accounting
Guide "Audits of Employee Benefit Plans." The cumulative effect of this
change, as of January 1, 1993, and the effect of the change on the 1993
financial statements was not material.
NOTE 2 - DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan. Eligible participants include all
U.S. regular full-time salaried employees of TRINOVA and its subsidiaries,
Aeroquip Corporation ("Aeroquip") and Vickers, Incorporated ("Vickers"), as
well as certain part-time employees who worked more than 1,000 hours during
the 12-month period. Bargaining unit employees are eligible to participate
only if the bargaining agreement permits participation. Temporary employees
who work less than 1000 hours during a 12-month period and interns are not
eligible to participate in the Plan.
Participants may contribute to the Plan on a pretax basis by salary reduction
up to 15 percent of their annual compensation (in increments of 1 percent).
After-tax volutary contributions up to 10 percent of annual wages were allowed
through October 31, 1994.
Information concerning the Plan document, matching and profit-sharing
contributions and vesting is contained in the summary plan description
("SPDs") for the plan. Copies of the SPDs are available from the employee
benefits administration department of the Company.
Each participant individually directs his or her contributions and TRINOVA's
contributions, except for 25 percent of TRINOVA's profit-sharing contribution,
into one or more of the following investment funds (in multiples of 1
percent). Twenty-five percent of each participant's profit-sharing allocation
is automatically invested in the TRINOVA Stock Fund.
(1) TRINOVA Stock Fund is invested in TRINOVA common stock. Cash dividends
paid on shares held by the Trust are used to purchase additional shares
for participant accounts. Twenty-five percent of each participant's
profit-sharing allocation is automatically invested in the TRINOVA Stock
Fund until distribution to the participant or until the participant
reaches age 55. Upon reaching age 55, the participant has the option to
redirect the investment of the 25 percent portion from the TRINOVA Stock
Fund into any of the other available funds. Participants may elect to
have additional amounts over TRINOVA's 25 percent profit-sharing
contribution invested in the TRINOVA Stock Fund. TRINOVA common stock
is acquired in open market purchases at fair market value. Participant
directed contributions in the TRINOVA Stock Fund amounted to $742,527
and $105,338 for the year ended December 31, 1994 and 1993, with
accumulated participant contributions and earnings of $8,754,104 and
$688,918 at December 31, 1994 and 1993.
-7-
<PAGE>
NOTE 2 - DESCRIPTION OF THE PLAN (Continued)
(2) Fixed Income Fund is invested in insurance company investment contracts,
bank investment contracts and their equivalent. These contracts pay a
negotiated interest rate for a period of one to five years.
Approximately every three months, TRINOVA announces the interest rate
which will be paid on all monies that are in the Fixed Income Fund.
This interest rate is a single blended rate of the interest rates being
paid on each of the contracts in force during that period.
Contracts are negotiated with insurance companies or financial
institutions rated AA+ by Standard and Poor's or its equivalent
and have a maximum average contract life of five years.
(3) Multi-Asset Fund was invested in nine major world capital classes,
including stocks and bonds of U.S. and international companies, venture
capital, real estate and cash equivalents. This fund was terminated
March 31, 1994 and all assets under this fund were transferred to the
Vanguard STAR Fund. Brinson Partners, Inc. was the investment manager
of the Multi-Asset Fund.
(4) Government Securities Fund was invested in fixed income securities
issued or guaranteed by the U.S. Government, or its agents or
instrumentalities. These securities included U.S. Treasury bills, notes
and bonds. This fund was terminated March 31, 1994 and all assets under
this fund were transferred to the Vanguard Money Market Reserve U.S.
Treasury Portfolio Fund. Ryan Labs., Inc. was the investment manger of
the Government Securities Fund.
(5) Vanguard Mutual Funds are managed by The Vanguard Group of Investment
Companies. There are seven individual mutual funds in which participants
may invest:
(a) Vanguard Money Market Reserves - U.S. Treasury Portfolio Fund
(Money Market Fund): Money in the Money Market Fund is 100
percent invested in securities backed by the full faith and credit
of the U.S. government. It seeks the maximum current income that
is consistent with the preservation of capital and liquidity.
Average maturities for the securities held by the Money Market
Fund are normally maintained in the range of 30 - 60 days and no
longer than one year.
(b) Vanguard Index Trust - 500 Portfolio Fund (Index Fund): Money in
the Index Fund is invested in stocks of the companies which make
up the Standard & Poor's 500 Composite Stock Price Index. The
objective of the Index Fund is to match the performance of the
Standard & Poor's 500 Index.
(c) Vanguard Windsor II Fund (Windsor II Fund): Money in the Windsor
II Fund is invested in stocks which, in the opinion of the fund's
investment manager, are undervalued in the marketplace. The
stocks held in the Windsor II Fund tend to offer above-average
dividend yields and will normally have below-average price-to
earnings ratios and below-average price-to-book value ratios
relative to the stock market in general.
(d) Vanguard/Morgan Growth Fund (Morgan Growth Fund): Money in the
Morgan Growth Fund is invested primarily in stocks of "established
growth" companies. The companies will normally be medium and
larger size companies with above-average growth in sales and
earnings over extended periods.
-8-
<PAGE>
NOTE 2 - DESCRIPTION OF THE PLAN (Continued)
(e) Vanguard International Growth Portfolio Fund (International Growth
Fund): Money in the International Growth Fund is invested in non-
U.S. stocks that have been selected for their growth potential.
The International Growth Fund tends to be widely diversified both
geographically and in terms of size of companies.
(f) Vanguard STAR Fund (STAR Fund): Money in the STAR Fund is
invested in a portfolio of Vanguard mutual funds that emphasizes
either equity, fixed income or money market securities. It is
designed as a balanced "fund of funds" for long-term investors.
(g) Vanguard Fixed Income Securities - Long-term Corporate Portfolio
Fund (Fixed Income Securities Fund): Money in the Fixed Income
Securities Fund is invested in a diversified portfolio of long-
term investment grade bonds which seeks to provide a high and
sustainable level of current income consistent with the
maintenance of principal and liquidity.
Participants of the Plan have general purpose and home loans available. The
minimum loan permitted is $1,000. Under a general purpose or home loan, a
participant may borrow up to the lesser of one-half of his or her vested
account balance or the total of his or her pretax, matching and roll-in
contributions to the Plan, up to a maximum of $50,000. In no event may the
aggregate amount of loans exceed $50,000. All loans are repaid to the Plan in
equal installments through payroll deductions over a period not to exceed five
years for general purpose and twenty years for home loans. Interest is
charged at the prime rate, plus 1 percent.
TRINOVA reserves the right to amend, modify or terminate the Plan at any time.
NOTE 3 - BENEFITS
A participant is entitled to the benefit provided by the contributions and
income thereon (including realized and unrealized gains and losses) allocated
to the participant's account.
Upon termination of employment due to retirement, total and permanent
disability or death, a participant or his or her spousel beneficiary will be
entitled to receive a distribution of the participant's entire account without
regard to the Plan's vesting rules: (i) in one lump sum amount; or (ii) in
monthly installments of a fixed amount or over a specified period of time in
an amount of at least $100 per month. Distribution payments to non-spousel
beneficiaries will be made in a lump sum only. If the value of a
participant's account is less than $3,500, the plan administrator will
distribute the participant's entire interest in one lump sum payment.
Withdrawals of pretax contributions, profit-sharing allocations and matching
contributions during a participant's employment are not permitted prior to age
59-1/2, unless the participant can show financial hardship for which he or she
has no other available resources. Such situations are limited to: (i) certain
medical expenses; (ii) payment of tuition and related educational fees for
post-secondary education for the next year; (iii) costs related to the
purchase of a principal residence; or (iv) payments necessary to avoid
eviction from, or a foreclosure on the mortgage of, the participant's
principal residence.
-9-
<PAGE>
NOTE 4 - INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal
Revenue Service as to the tax qualified status of the Plan under Section
401(a) of the Internal Revenue Code and is, therefore, not subject to Federal
income tax. This letter does not express an opinion as to whether the Plan
satisfies the provisions of the Tax Reform Act of 1986. Such a letter has
been be requested. TRINOVA believes that the Plan is in operational
compliance with the Internal Revenue Code of 1986 and the trust will remain
qualified and exempt from Federal income tax.
NOTE 5 - INVESTMENTS
The Plan's investments, except for loans, were held in safekeeping by The
Northern Trust Company as Trustee under a Master Trust agreement through March
31, 1994. The Master Trust held the investment assets for the Plan and other
designated defined contribution plans of TRINOVA, Aeroquip and Vickers.
During the year ended December 31, 1994, the Plan's investments (including
investments bought, sold and held during the year) appreciated (depreciated)in
fair value as follows:
Net Appreciation
(Depreciation) Fair or
In Fair Value Contract Value
During the Period at End of Period
TRINOVA Stock Fund (2,291,989) 14,469,415
Fixed Income Fund 0 255,902,476
Government Securities Fund 401 0
Multi-Asset Fund (451,841) 0
Money Market Fund 0 4,527,146
Index Fund 534,028 28,031,705
Windsor II Fund (851,009)
23,322,538
Morgan Growth Fund (82,830) 8,620,791
International Growth Fund (29,650) 18,248,898
STAR Fund (1,993,667) 63,439,180
Fixed Income Securities Fund (25,180) 771,948
Loans receivable from Plan
Participants 0 9,415,580
$ (5,191,737) $ 426,749,677
The fair values of individual investments that represent 5% or more of the
Plan's assets at December 31, 1994 are as follows:
Index Fund $ 28,031,705
Windsor II Fund 23,322,538
STAR Fund 63,439,180
Bankers Trust Delaware Contract 29,353,871
Mutual Benefit Life Insurance Contract 25,720,078
$169,867,372
-10-
<PAGE>
NOTE 5 - INVESTMENTS (Continued)
A summary of investment income is as follows for the year ended December 31,
1994:
Interest earned $ 16,506,800
Dividends 2,861,005
Realized gains 965,723
Other - Principally unrealized losses (5,191,737)
$ 15,141,791
Fair or contract values and costs of the Plan's interest in the net assets of
the Master Trust at December 31, 1993 were as follows:
Description Contract Value Cost
FIXED INCOME FUND
Aetna Life Insurance Contract
expiring in 1994 $ 109,289 $ 109,289
American International Life Contract
expiring in 1997 220,537 220,537
Allstate Insurance Company Contract
expiring in 1998 187,785 187,785
Allstate Insurance Company Contract
expiring in 1997 70,171 70,171
Allstate Insurance Company Contract
expiring in 1998 70,271 70,271
Bankers Trust Delaware Contract
expiring in 1996 245,284 245,284
Bankers Trust Delaware Contract
expiring in 1996 338,965 338,965
Citibank, N.A. Contract
expiring in 1998 217,369 217,369
Citibank, N.A. Contract
expiring in 1998 177,070 177,070
Executive Life Insurance Contract
(In Rehabilitation) expired in 1991 81,487 81,487
Lotsoff Contract
expiring in 1998 178,744 178,744
Metropolitan Life Insurance Contract
expiring in 1994 27,310 27,310
Metropolitan Life Insurance Contract
expiring in 1995 336,734 336,734
Metropolitan Life Insurance Contract
expiring in 1995 141,951 141,951
Metropolitan Life Insurance Contract
expiring in 1996 231,195 231,195
Metropolitan Life Insurance Contract
expiring in 1994 34,819 34,819
Prudential Insurance Contract
expiring in 1996 245,838 245,838
Prudential Insurance Contract
expiring in 1998 135,579 135,579
Cash and cash equivalents 237,850 237,850
Interest receivable 287 287
3,288,535 3,288,535
-11-
<PAGE>
NOTE 5 - INVESTMENTS (Continued)
Fair Value Cost
VANGUARD MUTUAL FUNDS
Vanguard/Morgan Growth Fund
(24,118.023 shares) 289,657 299,959
Vanguard Index Fund
(17,820.984 shares) 781,094 720,371
Vanguard Windsor II Fund
(45,094.586 shares) 768,412 721,855
Vanguard International Growth Portfolio
(47,969.444 shares) 648,067 526,256
Cash and cash equivalents 65 65
Interest Receivable 14 14
2,487,309 2,268,520
MULTI-ASSET FUND
Brinson Partners Multi-Asset Fund
(5,100.897 shares) 2,683,804 1,977,115
Cash and cash equivalents 42,687 42,687
Interest receivable 91 91
2,726,582 2,019,893
TRINOVA STOCK FUND
TRINOVA Corporation Common Stock
(36,022 shares) 1,130,127 874,072
Cash and cash equivalents 8,556 8,556
Interest receivable 24 24
1,138,707 882,652
GOVERNMENT SECURITIES FUND
U.S.Government Agency Issues 125,790 126,750
Cash and cash equivalents 5,903 5,903
Interest receivable 2,389 2,389
134,082 135,042
TOTALS $9,775,215 $8,594,642
========= =========
-12-
<PAGE>
NOTE 5 - INVESTMENTS (Continued)
The fair values of all investments in the Master Trust at December 31, 1993
were as follows:
Fixed Income Fund $303,865,565
Vanguard Mutual Funds 46,310,371
Multi-Asset Funds 46,920,647
TRINOVA Stock Fund 12,317,310
Government Securities Fund 3,572,450
$412,986,343
===========
At December 31, 1993 the Plan's interest in the net assets of the Master Trust
was approximately 2.4 percent. The Plan's interest in any one fund does not
correspond to the Plan's overall investment in the Master Trust as
participants in each plan select their individual investment options.
Net investment income of the Master Trust for each of the two years in the
period ended December 31, 1993 and the period from January 1 through March 31,
1994 was as follows:
Period of three Year Ended
months ended December 31
March 31, 1994 1993 1992
Interest earned $ 5,410,175 $21,924,851 $23,821,843
Dividends received 172,192 2,182,874 1,345,912
Realized gains 12,116,175 1,758,587 1,388,865
Other-Principally unrealized
gains (losses) (13,942,049) 10,234,251 2,922,290
$ 3,756,493 $36,100,563 $29,478,910
========= ========== ==========
-13-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN ASSETS BY INVESTMENT OPTION
<CAPTION>
Vanguard
Fixed Income Mutual Multi-Asset TRINOVA Stock
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $3,288,535 $2,487,309 $2,726,582 $1,138,707
ADDITIONS
Assets at April 1, 1994
transferred from merged plans (Note 1) 249,823,573 137,716,170 14,401,889
Contributions
Employees 5,625,494 7,926,612 55,629 477,243
Employer 2,550,463 2,912,692 107,258 366,032
8,175,957 10,839,304 162,887 843,275
Net investment income
Interest 12,131,215 3,947,148 20,986
Dividends 2,619,910 0 241,095
Realized gains on sales
of investments 501,627 452,814 14,381
Other - principally unrealized gains
(losses) on investments (2,448,308) (451,841) (2,291,989)
12,131,215 4,620,377 21,959 (2,036,513)
270,130,745 153,175,851 184,846 13,208,651
DEDUCTIONS
Benefits paid to participants 17,426,733 7,178,963 843,023
Investment management fees 30,484 20,329 7,238 4,776
Other - principally net transfers
among investment to funds and
net transfers to benefit plans
of affiliated companies 59,587 1,501,662 2,904,190 (969,856)
17,516,804 8,700,954 2,911,428 (122,057)
NET ADDITIONS (DEDUCTIONS) 252,613,941 144,474,897 (2,726,582) 13,330,708
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1994 255,902,476 146,962,206 0 14,469,415
</TABLE>
-14-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contributions
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $ 134,082 $ 173,833 $ 515,110 $10,464,158
ADDITIONS
Assets at April 1, 1994 transferred
from merged plans (Note 1) 5,719,926 407,661,558
Contributions
Employees 13,578 (16,709) 14,081,847
Employer 20,279 19,566,724 25,523,448
33,857 19,550,015 39,605,295
Net investment income
Interest 2,798 404,653 16,506,800
Dividends 2,861,005
Realized gains on sales
of investments (3,099) 965,723
Other - principally unrealized gains
(losses) on investment 401 (5,191,737)
100 404,653 15,141,791
33,957 6,124,579 19,550,015 462,408,644
DEDUCTIONS
Benefits paid to participants 530,854 25,979,573
Investment management fees 42 62,869
Other - principally net transfers
among investment funds and
net transfers to benefit plans
of affiliated companies 167,997 (3,648,022) 15,558
168,039 (3,117,168) 19,550,015 26,058,000
NET ADDITIONS (DEDUCTIONS) (134,082) 9,241,747 19,550,015 436,350,644
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1994 0 9,415,580 20,065,125 446,814,802
========= ========== ======== =====================
</TABLE>
-15-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Vanguard
Fixed Income Mutual Multi-Asset TRINOVA Stock
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $3,796,406 $1,571,316 $2,194,948 $ 789,379
ADDITIONS
Contributions
Employees 120,588 194,076 155,703 59,393
Employer 81,088 110,541 85,320 76,180
201,676 304,617 241,023 135,573
Net investment income
Interest 241,855 1,635 335
Dividends 100,914 25,214
Realized gains on sales
of investment
Aggregate proceeds 45,921 61,684 300,970
Aggregate costs 28,099 259,747
45,921 33,585 41,223
Other - principally unrealized gains
(losses) on investments 174,149 257,756 337,533
241,855 320,984 292,976 404,305
443,531 625,601 533,999 539,878
DEDUCTIONS
Benefits paid to participants 316,079 197,203 308,019 30,710
Investment management fees 2,014 16,042
Other - principally net transfers
among investment to funds and
net transfers to benefit plans
of affiliated companies 635,323 (489,609) (321,696) 159,840
951,402 (290,392) 2,365 190,550
NET ADDITIONS (DEDUCTIONS) (507,871) 915,993 531,634 349,328
ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,288,535 $2,487,309 $2,726,582 $ 1,138,707
AT DECEMBER 31, 1993 ========= ========= ========== =========
</TABLE>
-16-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Securities Contributions
Fund Loans Receivable Total
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $ 111,067 $172,729 $125,576 $8,761,421
ADDITIONS
Contribution
Employees 19,816 21,534 571,110
Employer 11,387 368,000 732,516
31,203 389,534 1,303,626
Net investment income
Interest 6,311 16,188 266,324
Dividends 126,128
Realized gains on sales
of investments
Aggregate proceeds 461,544 870,119
Aggregated costs 458,907 746,753
2,637 123,366
Other - principally unrealized gains
(losses) on investment (1,303) 768,135
7,645 16,188 1,283,953
38,848 16,188 389,534 2,587,579
DEDUCTIONS
Benefits paid to participants 2,436 854,477
Investment management fees 150 18,206
Other - principally net transfers
among investment funds and
net transfers to benefit plans
of affiliated companies 13,247 15,084 12,189
15,833 15,084 884,842
NET ADDITIONS (DEDUCTIONS) 23,015 1,104 389,534 1,702,737
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $ 134,082 $ 173,833 $ 515,110 $10,464,158
</TABLE>
-17-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Vanguard
Segregated Fixed Income Mutual
Fund Fund Funds
<S> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $2,776 $4,814,818 $ 501,112
ADDITIONS
Contributions
Employees 110,884 129,046
Employer 65,647 63,732
176,531 192,778
Net investment income
Interest 28 293,059 428
Dividends 56,706
Realized gains (losses) on sales
of investments
Aggregate proceeds 732,865
Aggregate cost 704,938
27,927
Other - principally unrealized gains
on investments 12,281
28 293,059 97,342
28 469,590 290,120
DEDUCTIONS
Benefits paid to participants 2,804 71,309 18,699
Investment management fees 9 1,336
Other - principally net transfers
among investment funds and
net transfers to benefit plans
of affiliated companies 1,416,684 (800,119)
2,804 1,488,002 (780,084)
NET ADDITIONS (DEDUCTIONS) (2,776) (1,018,412) 1,070,204
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $3,796,406 $1,571,316
</TABLE>
-18-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Government
Multi-Asset TRINOVA Stock Securities
Fund Fund Fund
<S> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $1,266,573 $652,226 $
ADDITIONS
Contributions
Employees 123,471 60,473 16,541
Employer 68,263 58,476 7,599
191,734 118,949 24,140
Net investment income
Interest 2,214 499 5,146
Dividends 24,227
Realized gains (losses) on sales
of investments
Aggregate proceeds 86,927 61,033 268,733
Aggregate cost 67,689 66,744 268,392
19,238 (5,711) 341
Other - principally unrealized gains
on investments 167,372 50,316 400
188,824 69,331 5,887
380,558 188,280 30,027
DEDUCTIONS
Benefits paid to participants 70,918 15,935
Investment management fees 8,959 1,406 69
Other - principally net transfers
among investment funds and
net transfers to benefit plans
of affiliated companies (627,694) 33,786 (81,109)
(547,817) 51,127 (81,040)
NET ADDITIONS (DEDUCTIONS) 928,375 137,153 111,067
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $2,194,948 $789,379 $111,067
</TABLE>
-19-
<PAGE>
<TABLE>
NOTE 6 - CHANGES IN ASSETS BY INVESTMENT OPTION (Continued)
<CAPTION>
Contributions
Loans Receivable Total
<S> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $215,148 $ 92,459 $7,545,112
ADDITIONS
Contributions
Employees (17,008) 423,407
Employer 50,125 313,842
33,117 737,249
Net investment income
Interest 18,458 319,832
Dividends 80,933
Realized gains (losses) on sales
of investments
Aggregate proceeds 1,149,558
Aggregate cost 1,107,763
41,795
Other - principally unrealized gains
on investments 230,369
18,458 672,926
18,458 33,117 1,410,178
DEDUCTIONS
Benefits paid to participants 179,665
Investment management fees 11,799
Other - principally net transfers
among investment funds and
net transfers to benefit plans
of affiliated companies 60,877 2,425
60,877 193,869
NET ADDITIONS (DEDUCTIONS) (42,419) 33,117 1,216,309
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $172,729 $125,576 $8,761,421
</TABLE>
-20-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUNDS
A summary of the activity within the separate Vanguard Mutual Fund options
for the year ended December 31, 1994 is as follows:
<CAPTION>
Morgan International
Growth Fund Index Fund Windsor II Fund Growth Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $289,658 $781,093 $768,412 $648,067
Assets at April 1, 1994 transferred
from merged plans (Note 1) 8,131,373 25,306,737 20,305,837 15,050,725
Contributions and transfers from other
investment options 936,772 2,767,667 2,343,155 1,766,176
Net investment income
Interest
Dividends 261,057 692,562 1,421,359 244,932
Realized gains/(losses) 14,867 108,629 106,764 103,528
Unrealized gains/(losses) (82,830) 534,028 (851,009) (29,650)
193,094 1,335,219 677,114 318,810
Net Intra-Vanguard Transfers (428,911) (440,654) 534,057 1,430,332
8,832,328 28,968,969 23,860,163 18,566,043
Benefit payments and transfer to
other investment options 499,862 1,714,550 1,303,316 963,251
Expenses 1,333 3,807 2,721 1,961
501,195 1,718,357 1,306,037 965,212
NET ADDITIONS 8,331,133 27,250,612 22,554,126 17,600,831
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1994 8,620,791 28,031,705 23,322,538 18,248,898
</TABLE>
-21-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Money STAR Fixed Income Trustee Vanguard
Market Fund Fund Securities Fund Cash Account Mutual Fund
<S> <C> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $ 0 $ 0 $ 0 $ 79 $2,487,309
Assets at April 1, 1994 transferred
from merged plans (Note 1) 3,395,392 65,526,106 137,716,170
Contribution and transfers from other
investment options 1,120,536 6,124,544 62,926 15,121,776
Net Investment Income
Investments 137,900 3,781,984 27,343 (79) 3,947,148
Dividends 2,619,910
Realized gains/(losses) 173,179 (5,340) 501,627
Unrealized gains/(losses) (1,993,667) (25,180) (2,448,308)
137,900 1,961,496 (3,177) (79) 4,620,377
Net Intra-Vanguard Transfers 93,545 (5,055,543) 725,223 (3,141,951)
4,747,373 68,556,603 784,972 (79) 154,316,372
Benefit payments and transfer to
other investment options 217,983 5,109,214 12,970 9,821,146
Expenses 2,244 8,209 54 20,329
220,227 5,117,423 13,024 9,841,475
NET ADDITIONS (DEDUCTIONS) 4,527,146 63,439,180 771,948 (79) 144,474,897
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1994 $4,527,146 $63,439,180 $771,948 $ 0 $146,962,206
</TABLE>
-22-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUNDS
A summary of the activity within the separate Vanguard Mutual Fund options
for the year ended December 31, 1993 is as follows:
<CAPTION>
Morgan International
Growth Fund Index Fund Windsor II Fund Growth Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $256,610 $631,953 $550,526 $134,720
Contributions and transfers from other
investment options 188,000 306,534 225,521 289,918
Net investment income
Dividends 32,027 20,752 42,917 5,218
Realized gains/(losses) 5,293 18,067 18,533 4,028
Unrealized gains/(losses) (14,280) 34,204 24,033 130,192
23,040 73,023 85,483 139,438
Net Intra-Vanguard Transfers (61,863) (110,206) 54,658 117,411
149,177 269,351 365,392 546,767
Benefit payments and transfer to
other investment options 115,727 119,292 147,059 33,174
Expenses 402 919 447 246
116,129 120,211 147,506 33,402
NET ADDITIONS (DEDUCTIONS) 33,048 149,140 217,886 513,347
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $289,658 $781,093 $768,412 $648,067
</TABLE>
-23-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefits Vanguard
Cash Account Payable Mutual Fund
<S> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $ 2,505 ($ 4,998) $1,571,316
Contribution and transfers from other
investment options 1,009,703
Net Investment Income
Dividends 100,914
Realized gains/(losses) 45,921
Unrealized gains/(losses) 174,149
320,984
Net Intra-Vanguard Transfer
1,330,687
Benefit payments and transfer to
other investment options 2,426 (4,998) 412,680
Expenses 2,014
2,426 (4,998) 414,694
NET ADDITIONS (DEDUCTIONS) ( 2,426) 4,998 915,993
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1993 $ 79 $ 0 $2,487,309
</TABLE>
-24-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUND (Continued)
A summary of the activity within the separate Vanguard Mutual Fund options
for the year ended December 31, 1992 is as follows:
<CAPTION>
Morgan International
Growth Fund Index Fund Windsor II Fund Growth Fund
<S> <C> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ $ 500,598 $ $
Contributions and transfers from
other investment options 132,328 518,959 357,663 155,016
Net investment income
Interest 24 149 64 23
Dividends 13,091 17,166 23,526 2,923
Realized gains/(losses) (30) 31,870 1,160 (5,073)
Unrealized gains/(losses) 3,979 (5,840) 22,523 (8,381)
17,064 43,345 47,273 (10,508)
Net Intra-Vanguard Transfers 108,917 (274,340) 171,728 (6,305)
258,309 287,964 576,664 138,203
Benefit payments and transfers
to other investment options 1,481 155,983 25,881 3,358
Expenses 218 626 257 125
1,699 156,609 26,138 3,483
NET ADDITIONS (DEDUCTIONS) 256,610 131,355 550,526 134,720
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $256,610 $631,953 $550,526 $134,720
</TABLE>
-25-
<PAGE>
<TABLE>
NOTE 7 - VANGUARD MUTUAL FUND (Continued)
<CAPTION>
Total
Trustee Benefits Vanguard
Cash Account Payable Mutual Fund
<S> <C> <C> <C>
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1991 $ 514 $ $ 501,112
Contributions and transfers from
other investment options 1,933 1,165,899
Net Investment Income
Interest 168 428
Dividends 56,706
Realized gains/(losses) 27,927
Unrealized gains/losses 12,281
168 97,342
Net Intra-Vanguard Transfers
2,101 1,263,241
Benefit payments and transfers
to other investment options 4,998 191,701
Expenses 110 1,336
110 4,998 193,037
NET ADDITIONS (DEDUCTIONS) 1,991 (4,998) 1,070,204
ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1992 $2,505 ($4,998) $1,571,316
</TABLE>
-26-
EXHIBIT INDEX
Exhibit
Number Page
(1) Consent of Independent Auditors 28
-27-
Exhibit (1)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-9127 on Form S-3 and related prospectus,
Registration Statement No. 33-19555 on Form S-3 and related prospectus, Post-
Effective Amendment No. 2 to Registration Statement No. 33-14682 on Form S-8,
Registration Statement No. 33-28638 on Form S-8, Registration Statement No.
33-54059 on Form S-8, and Registration Statement No. 33-55399 on Form S-8 of
our report dated May 26, 1995 with respect to the financial statements of the
TRINOVA Corporation Retirement Savings and Profit-Sharing Plan included in the
Annual Report (Form 11-K) for the plan year ended December 31, 1994.
/S/ ERNST & YOUNG LLP
Toledo, Ohio
June 26, 1995
-28-
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