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 March 31, 1996
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 April 30, 1996,
was 28,572,415.
This document, including exhibits, contains 20 pages.
The cover page consists of 1 page.
The Exhibit Index is located on page 16.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1996
INDEX TO INFORMATION IN REPORT
TRINOVA CORPORATION
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position -
March 31, 1996 and December 31, 1995 3
Condensed Statement of Income -
Three Months Ended March 31, 1996 and 1995 4
Condensed Statement of Cash Flows -
Three Months Ended March 31, 1996 and 1995 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 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 15
EXHIBIT INDEX 16
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 19
EXHIBIT 27 - FINANCIAL DATA SCHEDULE 20
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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>
March 31 December 31
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 19,051 $ 16,186
Receivables 343,103 292,146
Inventories:
In-process and finished products 205,738 215,365
Raw materials and manufacturing supplies 46,532 53,919
---------- ----------
252,270 269,284
Other current assets 42,534 38,789
---------- ----------
TOTAL CURRENT ASSETS 656,958 616,405
Plants and properties 965,328 959,286
Less accumulated depreciation 540,584 533,925
---------- ----------
424,744 425,361
Goodwill and other intangibles 84,568 85,292
Other assets 89,370 97,093
---------- ----------
TOTAL ASSETS $1,255,640 $1,224,151
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 85,396 $ 33,229
Accounts payable 108,665 103,853
Income taxes 38,244 39,054
Other current liabilities 150,439 183,659
Current maturities of long-term debt 335 378
---------- ----------
TOTAL CURRENT LIABILITIES 383,079 360,173
Long-term debt 302,301 302,352
Postretirement benefits other than pensions 119,693 120,478
Other liabilities 43,600 40,276
SHAREHOLDERS' EQUITY
Common stock; par value $5 a share
Authorized - 100,000,000 shares
Outstanding - 28,601,515 and 28,825,187 shares,
respectively (after deducting 5,608,381 and
5,384,709 shares, respectively, in treasury) 143,007 144,125
Additional paid-in capital 19,120 17,933
Retained earnings 266,167 254,484
Currency translation adjustments (21,327) (15,670)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 406,967 400,872
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,255,640 $1,224,151
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF INCOME
TRINOVA CORPORATION
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------
1996 1995
---------- ----------
<S> <C> <C>
Net sales $ 512,113 $ 498,635
Cost of products sold 385,856 376,193
---------- ----------
MANUFACTURING INCOME 126,257 122,442
Selling and general administrative expenses 66,601 66,275
Engineering, research and development expenses 19,528 15,026
---------- ----------
OPERATING INCOME 40,128 41,141
Interest expense (6,285) (4,973)
Other expenses-net (3,328) (3,880)
---------- ----------
INCOME BEFORE INCOME TAXES 30,515 32,288
Income taxes 6,100 9,700
---------- ----------
NET INCOME $ 24,415 $ 22,588
========== ==========
NET INCOME PER SHARE $ .83 $ .77
========== ==========
Cash dividends per common share $ .20 $ .18
========== ==========
Average shares outstanding 30,707 30,734
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF CASH FLOWS
TRINOVA CORPORATION
(In thousands)
(Unaudited)
<CAPTION> Three Months Ended
March 31
--------------------
1996 1995
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 24,415 $ 22,588
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 16,909 15,380
Changes in certain components of working
capital other than debt (65,922) (63,778)
Other 7,424 (1,500)
---------- ---------
NET CASH USED BY OPERATING ACTIVITIES (17,174) (27,310)
INVESTING ACTIVITIES
Capital expenditures (19,877) (17,939)
Other 332 78
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (19,545) (17,861)
FINANCING ACTIVITIES
Net increase in short- and long-term debt 52,164 35,610
Cash dividends (5,765) (5,186)
Purchase of common stock (8,330) -
Stock issuance under stock plans 1,432 411
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 39,501 30,835
Effect of exchange rate changes on cash 83 1,365
---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,865 (12,971)
Cash and cash equivalents at beginning of period 16,186 27,928
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,051 $ 14,957
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
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<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 necessary for a fair statement
of the results for the interim periods included herein have been made.
Operating results for the three months ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1996. It is suggested that these financial statements be read in
conjunction with the audited 1995 financial statements and notes thereto
included in TRINOVA Corporation's most recent annual report.
Note 2 - Income Taxes
The income tax provision for the 1996 first quarter includes a credit for
settlement of claims for prior years' research and development credits of $4
million, or $.13 per share. The effective income tax rate for the 1996 first
quarter exclusive of this item was 33%. The 30% effective income tax rate for
the 1995 first quarter reflects the utilization of tax loss carryforwards
outside the U.S. for which deferred tax valuation allowances had previously
been provided.
Note 3 - Accounts Receivable Sold
"Changes in certain components of working capital other than debt" in the 1995
cash flows from operating activities includes a $50 million increase in
working capital resulting from the 1995 first-quarter 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 shares
outstanding, including common stock equivalents. The assumed conversion of
the Company's 6% convertible debentures was included in average shares
outstanding for each of the interim periods included herein, 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.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS
Analysis of Operations
First Quarter 1996 Compared with First Quarter 1995
The following data provide highlights for the 1996 first quarter compared with
the 1995 first quarter.
<TABLE>
<CAPTION>
Percent
(dollars in thousands, First Quarter Increase
except per share data) 1996 1995 (Decrease)
<S> <C> <C> <C>
CONSOLIDATED
Net sales $ 512,113 $ 498,635 2.7%
Manufacturing income 126,257 122,442 3.1
Manufacturing margin (%) 24.7 24.6
Operating income 40,128 41,141 (2.5)
Operating margin (%) 7.8 8.3
Net income 24,415 22,588 8.1
Net income per share .83 .77 7.8
INDUSTRIAL
Net sales 291,906 276,255 5.7
Operating income 24,579 30,207 (18.6)
Operating margin (%) 8.4 10.9
Order intake 298,126 300,786 (0.9)
Order backlog at March 31 203,282 206,130 (1.4)
AUTOMOTIVE
Net sales 124,089 140,183 (11.5)
Operating income 8,785 10,182 (13.7))
Operating margin (%) 7.1 7.3
AEROSPACE & DEFENSE
Net sales 96,118 82,197 16.9
Operating income 12,247 7,160 71.0
Operating margin (%) 12.7 8.7
Order intake 115,775 79,952 44.8
Order backlog at March 31 284,855 266,815 6.8
<FN>
Consolidated sales for the 1996 first quarter increased $13.5 million, or
2.7%, over the 1995 first quarter. Sales for the industrial and aerospace &
defense segments increased 5.7% and 16.9%, respectively, but automotive sales
declined 11.5%. Businesses acquired in the 1995 fourth quarter generated
first-quarter 1996 sales, principally in the industrial segment, of more than
$26 million. Including the effects of acquisitions, U.S. sales increased
$16.7 million but non-U.S. sales declined $3.2 million. Changes in currency
exchange rates reduced non-U.S. sales by $4 million.
</FN>
</TABLE>
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<PAGE>
Analysis of Operations - Continued
First-quarter 1996 industrial segment sales of $291.9 million were a record in
part due to the 1995 acquisition of the Electronic Systems Division of
Cincinnati Milacron Inc. Industrial segment sales increased $15.7 million, or
5.7%, over the 1995 first quarter. U.S. industrial sales increased $18.1
million, or 10.3%, compared with the 1995 first quarter, and sales in Europe
increased $2 million, or 2.9%. The Brazilian economy remains sluggish
contributing to a $4.7 million, or 41%, decline in 1996 first-quarter sales,
while sales in Asia/Pacific were flat compared with the 1995 first quarter.
First-quarter 1996 order intake declined $2.7 million, or nearly 1%, from the
prior year. Declines in new orders in Brazil, Europe and Asia/Pacific more
than offset increases in the U.S. Order backlog of $203.3 million was $2.8
million, or 1.4%, lower than at March 31, 1995.
Automotive sales declined $16.1 million, or 11.5%, from the 1995 first
quarter. First-quarter 1996 sales, however, were $18.5 million and $9.6
million higher than third- and fourth-quarter 1995 sales, respectively.
First-quarter 1996 U.S. automotive sales were $14.1 million, or 21.2%, lower
than in the comparable 1995 period. Decreased demand due to lower production
schedules and the conclusion of a number of vehicle contract programs which
were significant to the automotive segment contributed to the sales decline.
European automotive sales also were lower in the 1996 first quarter, down $1.9
million, or 2.6%. A softer U.K. automotive market and changes in currency
exchange rates contributed to the sales reduction.
First-quarter 1996 aerospace & defense sales of $96.1 million were at their
highest level since the first quarter of 1992 and were $13.9 million, or
16.9%, higher than the 1995 first quarter. Sales were up 18.6% in the U.S.
and 8.4% in Europe, although the full impact of volume increases in Europe was
diluted by changes in currency exchange rates. The sales increase reflects
greater original equipment and spare parts sales for both commercial and
defense business. Aerospace & defense order intake of $115.8 million was at
its highest level in five years and was $35.8 million, or nearly 45%, higher
than the 1995 first quarter. Order backlog of $284.9 million was $18 million,
or 6.8%, higher than at March 31, 1995.
Consolidated manufacturing income increased $3.8 million, or 3%, over the 1995
first quarter, but manufacturing margin remained flat at 24.7% for the 1996
first quarter, compared with 24.6% in the 1995 first quarter. Manufacturing
income and margin in the industrial segment declined slightly from the
comparable prior-year period as the benefit of increased sales volume was
negated by losses in Brazil (a decline in manufacturing income of $4.1
million), charges for redundancy payments at several worldwide locations and
premium amortization associated with the ESD acquisition. Although
profitable, ESD's manufacturing margin is lower than margins for the remainder
of the segment, primarily due to the premium amortization. Automotive
-8-
<PAGE>
Analysis of Operations - Continued
manufacturing income declined reflecting principally the effects of lower
sales volume in the 1996 first quarter, but manufacturing margin paralleled
that of the 1995 first quarter. Higher sales and continued process
improvements contributed to significantly higher manufacturing income and
margin over the 1995 first quarter for the aerospace & defense business.
Selling and general administrative and engineering, research and development
expenses were $4.8 million higher in 1996 than in the 1995 first quarter and
as a percent of sales were 16.8% in 1996, compared with 16.3% in 1995. The
increase reflects higher engineering, research and development expenses
primarily associated with the industrial segment. This increase is due in
part to the ESD acquisition, but also represents expanding initiatives for new
product and business development.
Interest expense for the first quarter of 1996 amounted to $6.3 million,
compared with $5.0 million in the 1995 first quarter. Higher debt levels are
principally due to the 1995 acquisitions and the program initiated in 1995 to
purchase the Company's common shares on the open market.
Net income for the 1996 first quarter amounted to $24.4 million, or $.83 per
share, compared with 1995 first quarter net income of $22.6 million, or $.77
per share. The income tax provision for the 1996 first quarter includes a
credit for settlement of claims for prior years' research and development
credits of $4 million, equal to $.13 per share. The effective income tax rate
for the 1996 first quarter exclusive of this item was 33% and compares with
30% in the 1995 first quarter.
Liquidity, Working Capital and Capital Investment
Cash used by operating activities amounted to $17.2 million in the 1996 first
quarter which included $55.9 million used to finance the 1996 first-quarter
increase in accounts receivable. This increase, in part, reflects the
historical pattern of first-quarter increases in accounts receivable and,
since receivables were not included in ESD's purchase price, recognizes the
increase in receivable balances to normal operating levels for ESD. The
first-quarter reduction in other accrued liabilities included $33 million for
payment of items such as payrolls, profit sharing and incentive compensation
that were accrued at December 31, 1995. These cash requirements were
partially offset by cash generated from first-quarter 1996 inventory
reductions totaling $15.2 million and increases to accounts payable of $5.9
million. Other operating activities for the 1996 first quarter include
dividends received from unconsolidated affiliates totaling $4.9 million.
Changes in components of working capital other than debt in the 1995 first-
quarter operating activities include a $50 million increase in working capital
resulting from the termination of the Company's program for the sale of
accounts receivable.
-9-
<PAGE>
Liquidity, Working Capital and Capital Investment - Continued
Dividend payments were increased in the 1996 first quarter to 20 cents per
share from 18 cents per share in each of the 1995 quarterly periods. In the
1996 first quarter, the Company purchased 272,500 common shares for $8.3
million under a previously approved Board authorization. The Company expects
to make further purchases during 1996, but is not committed to purchase a
specific number of shares. First-quarter 1996 increase in short-term
borrowings totaled $52.2 million, increasing the debt-to-capitalization ratio
(debt divided by debt plus equity) to 48.8% from 45.6% at December 31, 1995.
In the 1996 first quarter, the Company filed a shelf registration statement
with the Securities and Exchange Commission for an additional $175 million
(total registrations of $250 million at March 31, 1996) in debt securities.
If issued, proceeds from the sale of securities under the registrations will
be used for general corporate purposes, which may include the reduction of
short-term borrowings. The Company also maintains a revolving credit
agreement with a consortium of U.S. and non-U.S. banks expiring in 2000 under
which the Company may borrow up to $175 million. The agreement is intended to
support the Company's commercial paper borrowings and, to the extent not so
utilized, provide domestic borrowing capacity. Borrowings supported by the
revolving credit agreement totaled $111.3 million at March 31, 1996, of which
$75 million was classified as long-term. In addition, the Company has
uncommitted arrangements with various banks to provide short-term financing as
necessary. The Company expects that cash flow from operating activities and
available credit lines will be sufficient to meet normal operating
requirements over the near term.
During the 1996 first quarter, the Company announced that it had agreed to
sell its 35% interest in Yokohama Aeroquip K.K., based in Tokyo, which is
expected to result in a 1996 second-quarter net gain of approximately $15.5
million, or $.50 per share. On April 15, 1996, the Company announced that it
had agreed to sell its 49% interest in Aeroquip Mexicana S.A., which is
expected to result in a second-quarter net loss of approximately $10.2
million, or $.33 per share. The two transactions are expected to result in
the receipt of approximately $37 million in cash in the 1996 second quarter
and a pretax gain of approximately $17.6 million ($5.3 million net, or $.17
per share). Nearly $6.4 million of the combined pretax gain will result from
net gains previously deferred in the currency translation component of equity.
These actions are expected to stimulate the Company's growth in two major
industrial markets - Asia/Pacific and Mexico. The Company expects to expand
its product line offering in the Japanese market from a supply base outside
the country and will expand in Mexico and Central America by shipping directly
from plants in the U.S.
-10-
<PAGE>
PART II - OTHER INFORMATION
TRINOVA CORPORATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 18, 1996, in Maumee,
Ohio, the shareholders elected directors and ratified the employment of
Ernst & Young LLP as TRINOVA's independent auditors for 1996. The
following is a tabulation of all votes timely cast in person or by proxy
by shareholders of TRINOVA for the annual meeting:
To elect directors:
WITHHOLD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
Darryl F. Allen 25,650,782 136,337 0
Purdy Crawford 25,661,022 126,097 0
Joseph C. Farrell 25,656,676 130,443 0
David R. Goode 24,886,758 900,361 0
Paul A. Ormond 25,661,217 125,902 0
John P. Reilly 25,662,660 124,459 0
Robert H. Spilman 25,661,899 125,220 0
William R. Timken, Jr. 25,663,423 123,696 0
To ratify the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1996:
FOR 25,642,360
AGAINST 79,747
ABSTAIN 65,012
BROKER NON-VOTES 0
-11-
<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 exhibit is filed as part of Part II:
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
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
-12-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
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)
-13-
<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 (10)-11 TRINOVA Corporation Supplemental Benefit Plan
(amended and restated effective January 1, 1995),
filed as Exhibit (10)-10 to Form 10-Q filed on
August 10, 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) A report on Form 8-K was filed January 16, 1996, to report the
acquisition of certain assets and liabilities of the Electronic
Systems Division ("ESD") of Cincinnati Milacron Inc., effective
December 30, 1995. Amendment No. 1 to Form 8-K filed on January 16,
1996, was filed on March 14, 1996 to report financial statements of
ESD and pro forma financial information for TRINOVA Corporation.
-14-
<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
-----------------------------------------
May 9, 1996 Darryl F. Allen
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
By /S/ DAVID M. RISLEY
May 9, 1996 -----------------------------------------
David M. Risley
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
-15-
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
-16-
<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
-17-
<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 Incorporated
(amended and restated effective January 1, 1995), by Reference
filed as Exhibit (10)-10 to Form 10-Q filed on
August 10, 1995
(11) Statement re: Computation of Per Share Earnings 19
(27) Financial Data Schedule 20
(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
-18-
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
TRINOVA CORPORATION
(In thousands, except per share data)
Three Months Ended
March 31
--------------------------
1996 1995
---------- ----------
AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
OUTSTANDING (NOTE A)
Average shares outstanding 28,755 28,809
Assumed conversion of the 6%
convertible debentures 1,905 1,905
Net effect of dilutive stock
options based upon treasury stock
method using average market price 47 20
--------- ----------
Average shares of common stock
and common stock equivalents
outstanding 30,707 30,734
========== ==========
INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A)
Net income $ 24,415 $ 22,588
After-tax equivalent of interest expense
on the 6% convertible debentures 930 930
---------- ----------
Income attributable to common stock $ 25,345 $ 23,518
========== ==========
Net Income per Share $ .83 $ .77
========== ==========
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.
-19-
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 19,051
<SECURITIES> 0
<RECEIVABLES> 357,629
<ALLOWANCES> 14,526
<INVENTORY> 252,270
<CURRENT-ASSETS> 656,958
<PP&E> 965,328
<DEPRECIATION> 540,584
<TOTAL-ASSETS> 1,255,640
<CURRENT-LIABILITIES> 383,079
<BONDS> 302,301
<COMMON> 143,007
0
0
<OTHER-SE> 263,960
<TOTAL-LIABILITY-AND-EQUITY> 1,255,640
<SALES> 512,113
<TOTAL-REVENUES> 512,113
<CGS> 385,856
<TOTAL-COSTS> 385,856
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,285
<INCOME-PRETAX> 30,515
<INCOME-TAX> 6,100
<INCOME-CONTINUING> 24,415
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,415
<EPS-PRIMARY> .83
<EPS-DILUTED> .83
</TABLE>
