SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
TRINOVA Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
/TRINOVA Logo/
______________________
1997 Notice of Annual Meeting
and Proxy Statement
______________________
Notice of Annual Meeting of Shareholders
to be held on April 17, 1997
TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050
To the Shareholders of TRINOVA Corporation:
The annual meeting of the shareholders of TRINOVA Corporation ("TRINOVA") will
be held at TRINOVA's World Headquarters, 3000 Strayer, Maumee, Ohio, on
Thursday, April 17, 1997, at 11:00 a.m. local time, for the following
purposes:
1. To elect directors;
2. To consider and act upon a proposal to amend the Company's Amended
Articles of Incorporation to change the name of the Company to
"Aeroquip-Vickers, Inc.";
3. To ratify the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1997; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
All shareholders are cordially invited to attend the meeting. Whether or not
you expect to attend, please execute and return the enclosed proxy promptly.
If you are present at the meeting, you may revoke your proxy and vote your
shares in person if you wish.
By Order of the Board of Directors,
/S/ JAMES M. OATHOUT
James M. Oathout
Secretary
March ____, 1997
<PAGE>
___________________
PROXY STATEMENT
TRINOVA CORPORATION
3000 Strayer
P.O. Box 50
Maumee, Ohio 43537-0050
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of TRINOVA Corporation ("TRINOVA") of proxies to be voted
at the annual meeting of shareholders on April 17, 1997. This Proxy Statement
and the accompanying proxy card are first being mailed to shareholders on or
about March 10, 1997.
Outstanding Voting Securities
TRINOVA had ________________ $5 Par Value Common Shares outstanding as of
February 18, 1997. Shareholders of record as of the close of business on that
date will be entitled to vote at the meeting, with each Common Share entitled
to one vote.
Proxy Solicitation
TRINOVA will pay all costs of distribution and solicitation of proxies. D. F.
King & Co., Inc., 77 Water Street, New York, New York 10005, will assist
TRINOVA in soliciting proxies from banks, brokers and nominees that are record
holders for shares beneficially owned by others, and from certain individual
shareholders. Solicitation will be by mail, telephone and other means. D. F.
King & Co., Inc. will be paid a fee estimated at $9,500. TRINOVA will also
pay the direct expenses of solicitation, including the expenses of banks,
brokers and nominees for forwarding proxy material to beneficial owners.
Voting by Proxy Holders
Since many of TRINOVA's shareholders are unable to attend shareholders'
meetings, the Board of Directors solicits proxies to give each shareholder an
opportunity to vote on all matters scheduled to come before the meeting and
which are set forth in this Proxy Statement. Shareholders are urged to read
carefully the material in this Proxy Statement; specify their choice on each
proposal by marking the appropriate box on the enclosed proxy card; and sign,
date and return the card in the enclosed postage-paid envelope. If a
shareholder does not specify a choice and the card is properly executed and
returned, the shares will be voted by the Proxy Committee as recommended by
TRINOVA. Members of the Proxy Committee are Messrs. Darryl F. Allen,
Robert H. Spilman and William R. Timken of the Board of Directors.
Shareholders of record at the close of business on February 18, 1997, are
entitled to submit proxies concerning the proposals described below. Each
share is entitled to one vote. Under Item 1 (election of directors), only
persons nominated as candidates shall be eligible for election as directors,
and, if a quorum is present, the candidates receiving the greatest number of
votes shall be elected. Approval of Item 2 (Change of Company name) requires
the affirmative vote of a majority of the Company's common shares which are
outstanding and eligible to vote at the annual meeting. Approval of Item 3
(independent auditors) requires the affirmative vote of a majority of the
shares of TRINOVA which are represented in person or by proxy at the annual
meeting.
<PAGE>
At the annual meeting, the results of shareholder voting will be tabulated by
the inspector(s) of elections appointed for the annual meeting. Under Ohio
law and TRINOVA's Articles of Incorporation and Code of Regulations, properly
executed proxies that are marked "abstain" or are held in "street name" by
brokers and are not voted on one or more particular items (if otherwise voted
on at least one item) will be counted for purposes of determining whether a
quorum has been achieved at the annual meeting. Votes withheld in respect of
Item 1 will not be counted in determining the election of directors.
Abstentions and broker non-votes in respect of Items 2 and 3 will have the
same effect as votes against such Items.
The Board knows of no business to come before the meeting other than that set
forth herein. If other business should come before the meeting, the holders
of proxies will vote thereon at their discretion. Without affecting any vote
previously taken, a shareholder may revoke a proxy by giving notice to the
Secretary of TRINOVA in writing prior to the annual meeting or at the meeting
itself.
Cumulative Voting
Each Common Share is entitled to one vote on each matter brought before the
meeting. Under Ohio law shareholders have cumulative voting rights in the
election of directors, provided not less than 48 hours notice in writing is
given by any shareholder to the Secretary of TRINOVA that he or she desires
that voting at such election be cumulative, and an announcement of the giving
of such notice is made upon the convening of the meeting. When cumulative
voting applies, each share has a number of votes equal to the number of
directors to be elected, and a shareholder may give all of his or her votes to
one nominee or divide his or her votes among as many nominees as he or she
sees fit. Unless contrary instructions are received on proxies given to
TRINOVA, in the event that cumulative voting applies, all votes represented by
such proxies will be divided evenly among the candidates nominated by the
Board of Directors except that if voting in such manner would not be effective
to elect all such nominees, such votes will be cumulated in the discretion of
TRINOVA so as to maximize the number of such nominees elected.
Shareholder Proposals for Presentation at Next Annual Meeting
Shareholder proposals intended to be presented at the 1998 annual meeting must
be received by the Secretary of TRINOVA no later than November 10, 1997.
____________________
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors recommends the election of the nominees set forth below
to the Board of Directors, to hold office until the next annual meeting and
until their successors are elected and shall qualify. All nominees are
current Board members whose terms expire at the annual meeting of shareholders
on April 17, 1997. Robert H. Spilman, a Board member since 1980, is retiring
from the Board at the Annual Meeting on April 17, 1997. The Board has, by
resolution, fixed the number of directors at seven.
/Photograph - See Appendix A/ Darryl F. Allen (53). A TRINOVA director since
1984, Mr. Allen has been TRINOVA's Chairman of the Board since 1991 and
TRINOVA's President and Chief Executive Officer since 1986. He is a director
of Cincinnati Milacron Inc.
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<PAGE>
/Photograph - See Appendix A/ Purdy Crawford (65). A TRINOVA director since
1990, Mr. Crawford is Chairman and a director of Imasco Limited (a major
Canadian consumer products and services corporation with operations in Canada
and the United States) and Chairman and a director of CT Financial Services
Inc. and Canada Trustco Mortgage Company (98% owned by Imasco). From 1986
until May 1995, Mr. Crawford was the Chief Executive Officer of Imasco. He is
also a director of Avenor Inc.; Camco, Inc.; Canadian National Railway
Company; Dominion Textile Inc.; Inco Limited; Maple Leaf Foods Inc.; Nova
Scotia Power; Petro-Canada; and Woolworth Corporation.
/Photograph - See Appendix A/ Joseph C. Farrell (61). A TRINOVA director
since 1994, Mr. Farrell is Chairman, President and Chief Executive Officer of
The Pittston Company (coal and minerals, security, transportation, air freight
services and home security services). Mr. Farrell has been in his current
position with The Pittston Company since 1991. Mr. Farrell was President and
Chief Operating Officer of The Pittston Company from 1990 to 1991. He is also
a director of Universal Corp.
/Photograph - See Appendix A/ David R. Goode (56). A TRINOVA director since
1993, Mr. Goode is Chairman of the Board, President and Chief Executive
Officer of Norfolk Southern Corporation (transportation holding company). Mr.
Goode has been in his current position with Norfolk Southern Corporation since
1992. Mr. Goode was President of Norfolk Southern Corporation from 1991 to
1992, Executive Vice President-Administration of Norfolk Southern Corporation
during 1991 and Vice President-Taxation of Norfolk Southern Corporation from
1985 to 1991. He is a director of Caterpillar Inc., Georgia-Pacific
Corporation and Texas Instruments Incorporated.
/Photograph - See Appendix A/ Paul A. Ormond (47). A TRINOVA director since
1992, Mr. Ormond is Chairman of the Board, President and Chief Executive
Officer of Health Care and Retirement Corporation (long-term care, skilled
nursing and rehabilitative services). He has been in his current position
with Health Care and Retirement Corporation since 1991.
/Photograph - See Appendix A/ John P. Reilly (53). A TRINOVA director since
1991, Mr. Reilly is President and Chief Executive Officer of Stant Corporation
(automotive and industrial products). He has been in his current position
with Stant Corporation since January 1997. Mr. Reilly was Chairman of the
Board, President and Chief Executive Officer of Figgie International Inc. from
May 1995 to January 1997, was President & Chief Executive Officer of Figgie
International Inc. from February 1995 to May 1995, and was Chief Executive
Officer of Figgie International Inc. from January 1995 to February 1995. Mr.
Reilly was President and Chief Operating Officer of Brunswick Corporation from
1993 to 1994, and was President and Chief Executive Officer of the Tenneco
Automotive Division of Tenneco Inc. from 1987 to 1993. He continues to serve
as Non-executive Chairman of the Board of Figgie International Inc.
/Photograph - See Appendix A/ William R. Timken, Jr. (58). A TRINOVA
director since 1973, Mr. Timken has been Chairman of the Board of The Timken
Company (tapered roller bearings and quality alloy steel) since 1975. He is a
director of Diebold Incorporated and The Louisiana Land and Exploration
Company.
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<PAGE>
_______________________________
BOARD AND COMMITTEE MATTERS
The Board of Directors held six regular meetings and no special meetings in
1996. During his term on the Board, each incumbent director attended at least
75 percent of the total number of meetings held by the Board of Directors and
each committee of which he was a member.
The Board has four standing committees:
(1) The Executive Committee holds limited powers assigned by the Board to
act, if required, during intervals between Board meetings. Members of
the Committee are Messrs. Allen (Chairman), Spilman (who is retiring from
the Board of Directors at the Annual Meeting) and Timken. No meetings
were held by the Committee in 1996.
(2) The Audit Committee recommends the selection of the independent auditors;
reviews the scope of the independent auditors' examination and non-audit
services; reviews TRINOVA's accounting, financial and internal audit
practices and reports; monitors the compliance of TRINOVA and its
subsidiaries with TRINOVA's ethics policy and applicable laws and
regulations; and reviews the pension and profit-sharing plans and related
investment activity of TRINOVA and its subsidiaries. Members of the
Committee are Messrs. Timken (Chairman), Farrell, Ormond and Reilly. The
Committee held two meetings in 1996.
(3) The Organization and Compensation Committee makes recommendations to the
Board with respect to organization structure, management succession and
management salaries. It also approves awards under the 1994 Stock
Incentive Plan and oversees the administration of TRINOVA's other
incentive plans and its employee benefit, pension and profit-sharing
plans. Members of the Committee are Messrs. Spilman (Chairman),
Crawford, Goode and Ormond. The Committee held three meetings in 1996.
(4) The Nominating Committee recommends a slate of directors for election at
the annual meeting of shareholders. It will consider director-nominees
recommended by shareholders in written communications to the Secretary of
TRINOVA or the Chairman of the Committee. Nominations for election at
TRINOVA's 1998 annual meeting of shareholders must be received by the
Secretary of TRINOVA no later than November 10, 1997. The Committee also
recommends nominees to fill such vacancies as may occur on the Board from
time to time between annual meetings. Members of the Committee are
Messrs. Spilman (Chairman), Allen, Reilly and Timken. No meetings were
held by the Committee in 1996.
-4-
<PAGE>
_______________________________
COMPENSATION OF DIRECTORS
During 1996, each director who was not an employee of TRINOVA was paid an
annual retainer of $20,000 ($22,500 for committee chairmen), plus a $1,000 fee
for each Board or committee meeting attended.
Under the TRINOVA Corporation Directors' Retirement Plan, any former member of
the Board who is not an officer of TRINOVA and who has retired from the Board
in accordance with TRINOVA's By-laws, or has with the concurrence of the Board
resigned for health or other reasons beyond his control, is entitled to
receive a monthly retirement payment in an amount equal to one-twelfth of the
annual retainer then in effect payable to the director by TRINOVA for his or
her services as a member of the Board (including the current committee
chairman's fee for a director who has at any time served as a committee
chairman, but excluding any meeting fees and any fees solely attributable to
professional or other consulting services furnished to TRINOVA independently
of his or her service as a director). Such monthly retirement payment
commences, unless deferred, with the month following the director's retirement
from the Board and continues through the month in which death occurs; however,
under the Plan the aggregate number of such payments shall not exceed the
lesser of 120 or the number of months such director served as a non-officer
director of TRINOVA.
Under the TRINOVA Corporation Plan for Optional Deferment of Directors' Fees,
a director may defer his or her annual retainer fees until his or her
directorship ceases, at which time the deferred amounts will be paid in cash
in a lump sum or installments commencing on a date designated by the director.
A director may likewise defer payment of monthly retirement payments under the
TRINOVA Corporation Directors' Retirement Plan until a date designated by the
director. A director may elect to have all, or a specified percentage, of his
or her deferred fees and retirement payments credited to a recordkeeping
account either in dollar amounts or in units equal in value to one Common
Share of TRINOVA. Each recordkeeping account to which fees and retirement
payments have been credited in dollar amounts will be credited with accrued
interest at a rate equal to two percentage points in excess of the Moody's
Corporate Bond Yield Average. Each recordkeeping account to which fees and
retirement payments have been credited in units will be credited with
additional units equal in value to the amount of cash dividends paid on Common
Shares of TRINOVA. Upon the death of a director prior to distribution of the
entire balance of his or her account, such balance shall be paid as soon as is
administratively feasible in a lump sum to the beneficiary or beneficiaries
designated by the director, or, in the absence of such designation, to the
estate of the director.
Under the TRINOVA Corporation 1989 Non-Employee Directors' Equity Plan,
non-employee directors receive awards consisting of such number of Common
Shares of TRINOVA as have an aggregate fair market value on the date of the
grant of $25,000 rounded upward to the nearest 10 shares. Non-employee
directors who were directors on the effective date of the Plan (April 20,
1989) received an award on that date, and each person who thereafter becomes a
non-employee director is entitled to receive an award on the date of his or
her initial election. Each non-employee director shall receive one additional
award on the date of his or her re-election which most nearly coincides with
the fifth anniversary of his or her prior award. No awards shall be granted
on or after April 20, 1999. All Common Shares granted pursuant to the awards
-5-
<PAGE>
are subject to restrictions for a five-year period. Restrictions on one-fifth
of the Common Shares lapse on each subsequent anniversary date of the award,
and restrictions on all of the Common Shares awarded to a non-employee
director lapse in the event of his or her death, disability or retirement;
failure of the non-employee director to be re-elected to the Board; or a
change in control of TRINOVA.
The TRINOVA Corporation Directors' Charitable Award Program was established to
recognize the interest of TRINOVA and its directors in supporting worthy
educational institutions and other charitable organizations and to provide an
additional method of funding for the TRINOVA Foundation. The Program is also
intended to assist TRINOVA in attracting and retaining directors of
outstanding experience and ability. All directors, including Darryl F. Allen,
currently participate in the Program. The Program is administered by the
Organization and Compensation Committee of the Board of Directors. Each
director may recommend up to nine charitable organizations that qualify under
section 501(c)(3) of the Internal Revenue Code. The recommendation of a
director who dies or becomes disabled while serving on the Board or after
completing five years of Board service will be considered by the Committee
after the director's death. If the recommendation is approved, TRINOVA will
donate an aggregate of $900,000 in nine equal installments to the designated
charity or charities. TRINOVA will also donate $100,000 to the TRINOVA
Foundation after the director's death. TRINOVA purchased life insurance
policies on the lives of its current directors to fund the Program, and the
Program provides for establishment of a fully funded trust upon a change in
control. The Program also permits self-funding. TRINOVA believes that the
after-tax cost of the Program over its life will be relatively small compared
to the benefits it provides. Directors derive no personal financial or tax
benefit from the Program because all insurance proceeds and tax deductions
accrue solely to TRINOVA.
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<PAGE>
_________________________
SECURITY OWNERSHIP
Information with respect to security ownership by beneficial owners of more
than 5% of any class of TRINOVA's voting securities as of the most recent
practicable date is set forth below. This information is based upon reports
filed by certain beneficial owners with the Securities and Exchange Commission
pursuant to Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 and
other information known to TRINOVA.
Title Name & Address Amount & Nature
of of Beneficial of Beneficial Percent of
Class Owner Ownership Class (1)
Common FMR Corp. _________ (2) _____%
82 Devonshire Street
Boston, MA 02109-3614
Common Morgan Stanley Group Inc. _________ (3) _____%
and its subsidiaries
1585 Broadway
New York, NY 10036
______________________________________________________________________________
(1) The percentages are based on the number of outstanding Common Shares of
TRINOVA as of February 18, 1997.
(2) FMR Corp. has sole voting power for _________ shares, shared voting power
for ________ shares, sole dispositive power for __________ shares and
shared dispositive power for __________ shares.
(3) Morgan Stanley Group Inc. and its subsidiaries have sole voting power for
_________ shares, shared voting power for _________ shares, sole
dispositive power for _________ shares and shared dispositive power for
_________ shares.
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<PAGE>
The following table sets forth, as of February 18, 1997, information known to
TRINOVA concerning the beneficial ownership of TRINOVA's securities by each of
its present directors individually, each of the named executive officers
individually, and all present directors and executive officers as a group.
The totals for each person and for the group include shares held personally;
shares held by immediate family members sharing the same household; shares
held as of December 31, 1996 under TRINOVA's dividend reinvestment plan and
retirement savings plan; and shares that may be acquired within 60 days
following February 18, 1997 through the exercise of stock options.
<TABLE>
<CAPTION>
Title
of Name of Amount & Nature of Percent
Class Beneficial Owner Beneficial Ownership(1) of Class(2)
<S> <C> <C> <C>
Common Directors (excluding
Shares Darryl F. Allen):
Purdy Crawford _______
Joseph C. Farrell _______
David R. Goode _______
Paul A. Ormond _______
John P. Reilly _______
Robert H. Spilman _______
William R. Timken, Jr. _______
Named Executive Officers:
Darryl F. Allen(1,3) _______ ____%(4)
William R. Ammann (3) _______
James E. Kline (3) _______
John H. Weber (3) _______
Howard M. Selland (3) _______
All Directors and Executive
Officers as a Group
(18 persons)(3) _______ ____%(4)
<FN>
(1) Each director and named executive officer has sole voting and dispositive
power with respect to all Common Shares indicated except that (i) _____
Common Shares listed for Darryl F. Allen are held by Mr. Allen's wife,
and (ii) _____ Common Shares listed for Darryl F. Allen are held by one
of Mr. Allen's children who is sharing his home; Mr. Allen has disclaimed
beneficial ownership of said Common Shares.
(2) Except for Darryl F. Allen, each director and named executive officer
owns less than 1% of the outstanding Common Shares of TRINOVA as of
February 18, 1997.
(3) A portion of the total for the named executive officers and the group
includes Common Shares which could be acquired within 60 days following
February 18, 1997 through the exercise of stock options: _______ Common
Shares for Darryl F. Allen; ______ Common Shares for William R. Ammann;
______ Common Shares for James E. Kline; ______ Common Shares for John H.
Weber; ______ Common Shares for Howard M. Selland; and _______ Common
Shares for all executive officers included in the group of directors and
executive officers.
(4) For the purpose of computing the percent of class, the Common Shares not
outstanding for which either Darryl F. Allen or all directors and
executive officers as a group may acquire beneficial ownership within 60
days following February 18, 1997 through the exercise of stock options
are deemed to be outstanding.
</FN>
</TABLE>
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth the annual compensation, the long-term
compensation and all other compensation of the named executive officers for
each of the last three completed fiscal years.
-9-
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
<S> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | |
| | | | | | |
| Darryl F. Allen | 1996 | $ 635,000 $ 450,700 N/A | N/A 50,000 | $581,700 | $206,834 |
| Chairman of the | 1995 | 599,108 620,800 N/A | N/A 50,000 | 407,900 | 200,775 |
| Board, President | 1994 | 553,600 525,000 N/A | N/A 50,000 | 140,700 | 115,616 |
| and Chief Executive | | | | | |
| Officer of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| Howard M. Selland | 1996 | $ 405,000 $ 180,300 N/A | N/A 20,000 | $269,100 | $ 84,157 |
| Executive Vice | 1995 | 382,304 144,700 N/A | N/A 20,000 | 187,900 | 81,933 |
| President of | 1994 | 361,950 258,700 N/A | N/A 20,000 | 64,800 | 81,896 |
| TRINOVA and | | | | | |
| President of | | | | | |
| Aeroquip Corporation | | | | | |
| | | | | | |
| | | | | | |
| John H. Weber | 1996 | $ 274,338 $ 216,800 N/A | N/A 34,000 | $169,900 | $111,422 |
| Executive Vice | 1995 | 218,038 376,200 N/A | N/A 9,000 | 71,200 | 75,503 |
| President of | 1994 | 165,577 163,500 N/A | N/A 15,000 | N/A | 21,452 |
| TRINOVA and | | | | | |
| President of Vickers,| | | | | |
| Incorporated | | | | | |
| | | | | | |
| | | | | | |
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<PAGE>
______________________________________________________________________________________________________________________
| | | | Long-Term Compensation | |
| | | Annual Compensation | Awards(2) |Payouts(3)| |
| | | Other | | | |
| | | Annual | Restricted | | All Other |
| | | Compen- | Stock | LTIP | Compensa- |
| Name and | | Salary Bonus(1) sation | Awards Options | Payouts | tion(4) |
| Principal Position | Year | ($) ($) ($) | ($) (#) | ($) | ($) |
| | | | | | |
| William R. Ammann | 1996 | $ 296,740 $ 155,100 N/A | N/A 11,000 | $173,400 | $ 85,081 |
| Vice President - | 1995 | $ 276,346 $ 230,000 N/A | N/A 11,000 | $120,600 | $ 78,968 |
| Administration | 1994 | 259,733 179,200 N/A | N/A 11,000 | 41,600 | 48,984 |
| and Treasurer | | | | | |
| of TRINOVA | | | | | |
| | | | | | |
| | | | | | |
| James E. Kline | 1996 | $ 271,747 $ 155,100 N/A | N/A 11,000 | $173,400 | $ 82,327 |
| Vice President | 1995 | $ 254,431 $ 238,500 N/A | N/A 11,000 | $120,600 | $ 75,037 |
| and General Counsel | 1994 | 242,975 179,200 N/A | N/A 11,000 | 41,600 | 45,526 |
| of TRINOVA | | | | | |
| | | | | | |
<FN>
(1) The payouts shown in this column were made pursuant to the Annual
Executive Incentive Plan. (See the subsection entitled "Incentive Plans.")
(2) The awards shown in this column were made pursuant to the TRINOVA
Corporation 1994 Stock Incentive Plan. Although the TRINOVA Corporation
1994 Stock Incentive Plan permits grants of stock appreciation rights,
no grants of restricted stock have been made, and no restricted stock or
stock appreciation rights were outstanding as of December 31, 1996
(See the subsection entitled "Stock Option Plans.")
(3) The amounts shown in this column reflect the amount of cash and the
value of Common Shares paid out under the Mid-Term Incentive Plan for the
Plan periods 1994-1996, 1993-1995 and 1992-1994, respectively.
(See the subsection entitled "Incentive Plans.")
(4) The amounts shown in this column consist of annual company contributions
(including the company match and the company profit-sharing allocation) under
TRINOVA's defined-contribution retirement plan and under the applicable
portion of the TRINOVA Corporation Supplemental Benefit Plan. (See the
subsection entitled "Retirement Plans" and the table below.)
</FN>
</TABLE>
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<TABLE>
<CAPTION>
______________________________________________________________________________________________________________________
Qualified Retirement Plan Supplemental Plan Total
Match Profit-Sharing Match Profit-Sharing
______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
1996
Allen $4,500 $16,000 $33,174 $153,160 $206,834
Selland 4,500 16,000 11,991 51,665 84,156
Weber 4,500 16,000 15,016 75,906 111,422
Ammann 4,500 16,000 11,302 53,279 85,081
Kline 4,500 16,000 10,807 51,020 82,327
1995
Allen $4,500 $16,260 $29,223 $150,792 $200,775
Selland 4,500 13,090 14,752 49,591 81,933
Weber 4,500 16,260 6,959 47,784 75,503
Ammann 4,500 16,260 9,166 49,042 78,968
Kline 4,500 16,260 8,522 45,755 75,037
1994
Allen $4,500 $16,260 $17,806 $77,050 $115,616
Selland 4,500 15,966 12,045 49,385 81,896
Weber 6,000 13,240 623 1,589 21,452
Ammann 4,500 16,260 5,234 22,990 48,984
Kline 4,500 16,260 4,582 20,184 45,526
______________________________________________________________________________________________________________________
</TABLE>
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<PAGE>
Incentive Plans
Employees of TRINOVA and its subsidiary companies who hold certain responsible
management positions are eligible to participate in the TRINOVA Corporation
Incentive Compensation Plan (the "Incentive Plan").
The Incentive Plan is administered by the Organization and Compensation
Committee of the Board. The Incentive Plan provides for two separate
performance periods. The first is a series of successive one-year periods
commencing on January 1 of each year, which is known as the "Annual Executive
Incentive Plan." The second is a series of successive overlapping three-year
periods commencing on January 1 of each year, which is known as the "Mid-Term
Incentive Plan."
Awards under the Annual Executive Incentive Plan are based on meeting
established return-on-net-asset performance goals. In addition, in 1996
growth in operating income was added as a second performance measure for
TRINOVA's top executives, including the executives named in the Summary
Compensation Table. Awards are paid to participants in cash promptly
following the close of each one-year period, subject to any deferral under the
TRINOVA Corporation Voluntary Deferred Compensation Plan (see the subsection
entitled "Deferred Compensation Plan").
Awards under the Mid-Term Incentive Plan are based on meeting established
performance goals and are paid in cash, Common Shares or a combination of both
promptly following the close of each three-year period. During the 1994-1996
Mid-Term Incentive Plan period, the performance goal was return on
shareholders' equity. The Mid-Term Incentive Plan performance goals were
changed to total shareholder return and return on net assets for the 1995-1997
three year period. Common Shares available under the TRINOVA Corporation 1994
Stock Incentive Plan may, among other things, be used as the form of payment
for awards under the Mid-Term Incentive Plan (see the subsection entitled
"Stock Option Plans"). The Mid-Term Incentive Plan will be discontinued after
the 1995-1997 plan period is concluded. There were no new awards under the
Mid-Term Incentive Plan in 1996.
Stock Option Plans
The TRINOVA Corporation 1994 Stock Incentive Plan (the "Stock Incentive Plan")
authorizes the granting of options to purchase Common Shares ("Option
Rights"), stock appreciation rights ("Appreciation Rights") and performance
awards ("Performance Awards"). The Stock Incentive Plan is administered by
the Organization and Compensation Committee of the Board (the "Committee").
Any salaried employee of TRINOVA may be selected by the Committee to receive
benefits under the Stock Incentive Plan.
The Committee may grant Option Rights that entitle the optionee to purchase
Common Shares at a price equal to or greater than the fair market value on the
date of the grant. The option price is payable in cash or such other method
as permitted by the Committee. Option Rights granted may be Option Rights
that are intended to qualify as "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986 or Option Rights that are
not intended to so qualify. Option Rights may be granted with any period of
duration.
An Appreciation Right represents a right to receive a payment, in cash or
Common Shares, equal to the excess of the fair market value of a specified
number of Common Shares on the date the Appreciation Right is exercised over
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<PAGE>
the fair market value on the date the Appreciation Right was granted.
Appreciation Rights granted under the Stock Incentive Plan may be freestanding
Appreciation Rights or may be granted in tandem with Option Rights.
A Performance Award is a right to receive a future payout contingent on both
continuous service with TRINOVA and the achievement of pre-established goals.
The performance measures to be used for performance awards are limited to one
or more of the following: return on shareholders' equity, return on assets,
shareholder returns, profit margin and earnings per share. A performance
period will cover a minimum period of 12 fiscal quarters. Performance periods
may overlap one another, and a participant may hold awards covering
overlapping periods with different performance goals for different measurement
periods. As determined by the Committee, Performance Awards may be settled in
cash, Common Shares or a combination of both. Common Shares available under
the Stock Incentive Plan may, among other things, be used as the form of
payment for long-term performance awards under the Mid-Term Incentive Plan
(see the subsection entitled "Incentive Plans").
Upon adoption, the Stock Incentive Plan replaced TRINOVA's 1982 and 1987 Stock
Option Plans (the "Prior Plans"); however, a number of stock options granted
under the Prior Plans remain outstanding. No stock appreciation rights are
outstanding under the Stock Incentive Plan or the Prior Plans.
The following table contains information concerning grants of stock options
made during the last completed fiscal year to each of the named executive
officers of TRINOVA:
-14-
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
_________________________________________________________________________________________________________
| Individual Grants | Grant Date Value |
| | % of | |
| |Number of Total | |
| |Securities Options | |
| |Underlying Granted to | |
| | Options Employees Exercise | Grant Date |
| | Granted in Fiscal Price Expiration | Present Value (3) |
| Name | (#) Year ($/Sh) Date | ($) |
<S> <C> <C> <C> <C> <C>
| | | |
| Darryl F. Allen | 50,000(1) 14.3% $33.50(1) 5/23/06 | $568,000 |
| | | |
| Howard M. Selland | 20,000(1) 5.7% 33.50(1) 5/23/06 | $227,200 |
| | | |
| John H. Weber | 9,000(1) 2.6% 33.50(1) 5/23/06 | $102,240 |
| | 25,000(2) 7.2% 28.50(2) 7/24/06 | $284,000 |
| | | |
| William R. Ammann | 11,000(1) 3.2% 33.50(1) 5/23/06 | $124,960 |
| | | |
| James E. Kline | 11,000(1) 3.2% 33.50(1) 5/23/06 | $124,960 |
<FN>
(1) Options were granted on May 23, 1996 under the TRINOVA Corporation 1994
Stock Incentive Plan. The options become exercisable as follows:
one-third become exercisable on May 23, 1997, one-third become exercisable on
May 23, 1998 and one-third become exercisable on May 23, 1999. All options
expire on May 23, 2006. The exercise price of $33.50 was the closing price of
TRINOVA Common Shares on the New York Stock Exchange - Composite Transactions
list on the grant date of May 23, 1996.
(2) Options were granted on July 25, 1996 under the TRINOVA Corporation 1994
Stock Incentive Plan. The options become exercisable as follows:
one-third become exercisable on July 25, 1997, one-third become exercisable on
July 25, 1998 and one-third become exercisable on July 25, 1999. All options
expire on July 24, 2006. The exercise price of $28.50 was the closing price of
TRINOVA Common Shares on the New York Stock Exchange - Composite Transactions
list on the grant date of July 25, 1996.
(3) Valuation is based on the Black-Scholes option pricing model using the
following assumptions: risk-free interest rate of 6.52%; expected annual
dividend yield of 2.30%; expected volatility of .319; and expected 6-year time
to exercise. TRINOVA does not advocate or necessarily agree that the
Black-Scholes model can properly determine the value of an option. The actual
value, if any, a named executive officer may realize will depend on the excess
of the stock price over the exercise price on the date the option is exercised
so that there is no assurance the value realized by the named executive officer
will be at or near the value estimated by the Black-Scholes model.
</FN>
</TABLE>
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<PAGE>
The following table contains information concerning exercise of stock options
during the last completed fiscal year by each of the named executive officers
of TRINOVA, and the fiscal year-end value of unexercised options held by such
executive officers:
<TABLE>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
<CAPTION>
______________________________________________________________________________________________________________________
| | | | | |
| | | | Number of | Value of Unexercised |
| | | | Unexercised Options at | In-the-Money Options at |
| | | | Fiscal Year-End | Fiscal Year-End |
| | Shares Acquired | | (#) | ($) |
| | on Exercise | Value Realized | | |
| Name | (#) | ($) |Exercisable Unexercisable(2)|Exercisable Unexercisable|
<S> <C> <C> <C> <C> <C> <C>
| | | | | |
| | | | | |
| Darryl F. Allen | 22,000 | $131,890 | 270,000 50,000 | $1,866,125 $143,750 |
| | | | | |
| | | | | |
| Howard M. Selland | 0 | 0 | 75,000 20,000 | 417,188 57,500 |
| | | | | |
| | | | | |
| John H. Weber | 0 | 0 | 24,000 34,000 | 72,375 222,750 |
| | | | | |
| | | | | |
| William R. Ammann | 9,000 | 43,830 | 79,500 11,000 | 566,250 31,625 |
| | | | | |
| | | | | |
| James E. Kline | 0 | 0 | 22,000 11,000 | 64,625 31,625 |
| | | | | |
<FN>
(1) The options shown in this table were granted under the TRINOVA Corporation
1982 and 1987 Stock Option Plans and the TRINOVA Corporation 1994 Stock
Incentive Plan.
(2) The options become exercisable as follows: one-third become exercisable on
May 23, 1997, one-third become exercisable on May 23, 1998 and one-third become
exercisable on May 23, 1999 (one-third on July 25, 1997, one-third on July 25,
1998 and one-third on July 25, 1999 with respect to 25,000 options held by
Mr. Weber).
</FN>
</TABLE>
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<PAGE>
TRINOVA Stock Performance Graph
The following graph compares the yearly cumulative total shareholder return on
TRINOVA Common Shares with the cumulative total return of the Standard &
Poor's 500 Stock Index, and the cumulative total return of the Standard &
Poor's Manufacturing (Diversified Industrials) Index, assuming reinvestment of
dividends, during the period from December 31, 1991 to December 31, 1996:
Comparison of Five-Year Cumulative Total
Return among TRINOVA Corporation, S&P 500 Index and
S&P Manufacturing (Diversified Industrials) Index(1)
S&P Manufacturing
Measurement Period TRINOVA (Diversified Indus-
(Fiscal Year Covered) Corporation S&P 500 Index trials) Index(2)
Measurement Pt-12/31/91 $100 $100 $100
FYE 12/31/92 $111 $108 $108
FYE 12/31/93 $167 $118 $132
FYE 12/31/94 $160 $120 $136
FYE 12/31/95 $159 $165 $192
FYE 12/31/96 $208 $203 $264
________________
(1) This graph assumes a $100 investment in each of TRINOVA Corporation Common
Shares, the S&P 500 Index and the S&P Manufacturing (Diversified Industrials)
Index.
(2) The S&P Manufacturing (Diversified Industrials) Index includes the
following companies: AlliedSignal Inc.; Corning Inc.; Crane Co.; Eaton
Corporation; Illinois Tool Works Inc.; Johnson Controls, Inc.; Minnesota
Mining & Mfg. Co.; National Service Inds. Inc.;Tenneco Inc.; Textron Inc.;
Thermo Electron Corp.; TRINOVA Corporation; Tyco International Inc.; and
United Technologies Corp.
-17-
<PAGE>
Board Compensation Committee
Report on Executive Compensation
Executive compensation is administered by the Organization and Compensation
Committee (the "Committee"), a committee of the Board of Directors comprising
the individuals listed below. Committee members are neither employees nor
former employees of TRINOVA. The Committee makes recommendations to the full
board with respect to the salaries and responsibilities of executive
management. It also approves awards under the 1994 TRINOVA Stock Incentive
Plan and oversees the administration of TRINOVA's other incentive plans and
the employee benefit pension and profit-sharing plans. In executing its
duties, the Committee strives to balance short- and long-term objectives in
establishing performance criteria, evaluating performance and determining
actual awards.
Compensation Philosophy
The TRINOVA mission is to create economic value for its shareholders through
superior growth and profitability. The executive compensation program
supports the TRINOVA mission by linking compensation to business performance
and profitability.
The Committee believes that enhancement of shareholder value is reinforced by
a compensation program which 1) attracts and retains highly qualified
individuals; 2) includes major components which are linked to creating value
for the shareholder; and 3) rewards superior results. This linkage is
achieved through the design of incentive plans which focus on the return on
net assets (RONA), operating income growth (OIG), return on shareholders'
equity (ROE), total shareholder return and the attainment of individual
performance goals.
The executive compensation program is based upon a pay-for-performance
philosophy. As an executive's level of responsibility increases, a greater
portion of his or her total compensation opportunity is contingent on
improving TRINOVA's performance and a lesser portion on base salary. For the
five executive officers named in the Summary Compensation Table, more than
half of their total compensation opportunity is contingent on TRINOVA's
financial results and growth in the market value of TRINOVA common stock.
In 1995, the Committee employed an independent, global consulting firm to
review the competitiveness and appropriateness of TRINOVA's executive
compensation programs. It compared compensation for TRINOVA executives in
relation to broad industrial competitive practice and against the proxy data
reported by a peer group of 17 companies with comparable sales volume and
market diversity. The peer group includes a majority of the 11 companies in
the S&P Manufacturing (Diversified Industrials) Index presented in the
performance graph. The larger peer group provides a broader sample of
companies whose sales volume is more comparable to TRINOVA. The review helped
the Committee assure that the design of executive compensation programs is
consistent with its compensation philosophy. While the consultant found the
overall executive compensation program to be within competitive standards,
certain changes were made to selected incentive plan elements to assure their
continued linkage to the compensation philosophy and to remain competitive
with the market.
Base Salaries
The Board of Directors, acting on the recommendation of the Organization and
Compensation Committee, approves base salaries of executive management. The
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<PAGE>
timing as well as the amount of individual base salary increases varied,
reflecting the Board's judgment of the leadership and performance of each
individual, business results and progress toward achieving strategic
objectives.
The previously mentioned executive compensation review reported that base
salaries of TRINOVA executives were within competitive standards and the base
salaries of the named executive officers in the proxy were close to the 50th
percentile. The Committee believes that in 1996 the conclusions of the survey
remained accurate.
Annual Executive Incentive Plan
The Annual Executive Incentive Plan is based on meeting pre-approved RONA
goals. In addition, in 1996, growth in operating income was added as a second
performance measure in the Annual Executive Incentive Plan for 11 TRINOVA
executives (including the five executive officers named in the Summary
Compensation Table) to reinforce TRINOVA's emphasis on business growth. At
the start of each year, annual RONA and operating income growth threshold and
target goals are set at levels which, if achieved, will result in total cash
compensation to the executives that is consistent with TRINOVA's performance-
based compensation philosophy, as described earlier.
In 1996, target RONA performance levels for Aeroquip, Vickers and, on a
consolidated basis, TRINOVA were met or exceeded, reflecting substantially
higher operating income. Actual awards were adjusted, based on appraisal of
individual contribution. Operating income growth performance in 1996 was
below target, which reduced awards. The awards to the named executive
officers shown in the Summary Compensation Table were approved by the
Committee.
The Mid-Term Incentive Plan
The purpose of the Mid-Term Incentive Plan is to focus TRINOVA's executive
management team on increasing the value of shareholders' investments.
The Mid-Term Incentive Plan is formula-driven, with threshold, target and
maximum goals established at the start of a three-year plan period. The plan,
whose three-year earn-out cycle ended in 1996, required the three-year average
ROE to meet a pre-established threshold level before any award was made. For
the three-year plan period ending in 1997, the performance measures were
changed to total shareholder return and return on net assets. During the
1994-1996 plan period, the plan produced a payout above the target performance
level.
As a result of continued efforts to strengthen senior executives' interests
and align them with those of shareholders (see "Stock Options" below), the
Mid-Term Incentive Plan will be discontinued after the 1995-1997 award period
is concluded.
Stock Options
The Committee believes that stock options are a cornerstone of a compensation
program designed to enhance shareholder value. In 1994, shareholders approved
the TRINOVA Corporation 1994 Stock Incentive Plan. The plan is designed to
align the executive's financial interests with those of the shareholders by
encouraging key executives to acquire and hold a growing ownership stake in
TRINOVA. Share ownership guidelines have been established whereby executives
are expected to accumulate and own a specified number of shares over time.
Annually, executives report their ownership stake to the Chief Executive
Officer.
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<PAGE>
In 1996, the Committee granted non-qualified, 10-year term stock options to
executive officers and selected key executives. Stock options were awarded at
fair market value on the date of grant so that future value arises only when
the TRINOVA stock price increases above the exercise price. The Committee
currently does not permit repricing of options which may fall below the
initial exercise price. In selecting recipients and in determining the type,
size and terms of the grant, the Committee considered the potential and
performance of the recipients, grants made in prior years and options which
remain outstanding. The number of stock options awarded in 1996 to each of
the named executive officers remained the same as in 1995.
Options granted prior to 1996 vest fully one year following grant. The
vesting schedule for all stock options granted beginning in 1996 changed to be
more consistent with competitive practice as follows: one third of each grant
will become exercisable in each of the three years following the grant.
Compensation of the Chief Executive Officer
The potential value of Mr. Allen's total compensation package has been
structured to reward performance by placing a high degree of compensation at
risk. The CEO's base salary was increased in 1996 based on TRINOVA's
continuing improvement in net income.
Mr. Allen was awarded $450,700 from the 1996 Annual Executive Incentive Plan
based on RONA and operating income growth goals which were approved by the
Committee at the start of the year. The award represented continued improved
earnings and RONA performance. However, operating income growth performance
in 1996 was below target. The 1994-1996 ROE-based Mid-Term Incentive Plan
paid out an award of 8,949 shares of TRINOVA common stock and $232,689 in cash
to Mr. Allen. The award reflected continued improvement in TRINOVA's ROE
during the three-year plan period.
In keeping with the Committee's desire to strengthen the portion of total
compensation contingent upon the performance of TRINOVA's common stock, Mr.
Allen was awarded 50,000 non-qualified stock options at $33.50 per share,
which was the New York Stock Exchange closing price of TRINOVA common shares
on the date of the award. In making its award, which was for the same number
of shares as in prior years, the Committee took into consideration current
stock holdings, previous stock option awards, as well as the number of
unexercised options.
Compliance with Federal Tax Legislation
Federal tax legislation enacted in 1993, generally, would preclude TRINOVA and
other public companies from taking a tax deduction for compensation over $1
million which is not "performance-based" and is paid, or otherwise taxable, to
persons named in the Summary Compensation Table and employed by TRINOVA at the
end of the applicable tax year. In 1994, shareholders approved the TRINOVA
Corporation 1994 Stock Incentive Plan, which contains provisions designed to
permit certain awards to qualify as "performance-based" compensation and so to
exempt such awards from the deduction limitation.
The Chief Executive Officer has deferred part of his compensation in order to
ensure the deductibility of compensation paid by TRINOVA to him. The
Committee intends to continue to monitor the executive compensation program
with respect to the present federal tax law.
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<PAGE>
This report is submitted by the Organization and Compensation Committee of
TRINOVA's Board of Directors:
ROBERT H. SPILMAN, Chairman
PURDY CRAWFORD
DAVID R. GOODE
PAUL A. ORMOND
Retirement Plans
TRINOVA maintains a defined-contribution plan that is designed to provide
retirement benefits for executive officers and other covered employees. Under
this plan TRINOVA matches employee contributions up to specified limits and
also makes profit-sharing contributions. All covered employees receive a
minimum profit-sharing contribution of 1% of their annual compensation up to
the Social Security wage base and 1.5% of annual compensation in excess of
that base. Additional profit-sharing contributions depend on the return on
net assets achieved each year by TRINOVA or the particular operating company
that makes such contributions under the plan. Under the terms of this plan,
25% of all profit-sharing contributions are invested in TRINOVA Common Shares.
TRINOVA also maintains a Supplemental Benefit Plan for certain employees whose
benefits or contributions under qualified plans are limited by the Internal
Revenue Code.
In the past TRINOVA maintained defined-benefit plans, which have been amended
to freeze the years of service for all participants. The plans' formulas
provide an annual pension benefit in the form of a life annuity to an employee
or his or her surviving spouse calculated by multiplying the number of years
of credited service by an amount equal to 1% of compensation up to covered
compensation for Social Security purposes plus 1.5% of compensation in excess
of that amount. The compensation covered by these plans consists of salary
and bonus. Estimated annual retirement benefits payable under the present
terms of these plans to Messrs. Allen, Ammann and Selland who have vested
benefits under these plans based upon 15.67, 23.75 and 15.67 years of service,
respectively, and the applicable portion of the Supplemental Benefit Plan,
assuming each continues in employment with TRINOVA at his present rate of
compensation until normal retirement age, are $248,004, $182,649 and $80,661,
respectively.
Deferred Compensation Plan
Under the TRINOVA Corporation Voluntary Deferred Compensation Plan, eligible
senior executive employees of TRINOVA and its subsidiaries may elect to defer
the payment of up to 50% of their base salary for each year. An eligible
employee may also elect to defer payment of from 10% to 100% of any award he
or she earns under TRINOVA's Annual Executive Incentive Plan for any year.
The deferred amount will be added to a recordkeeping account and credited with
accrued interest at a rate equal to two percentage points in excess of the
Moody's Corporate Bond Yield Average. Payment of a participant's account
balance will be deferred until a date designated by the participant in his or
her deferral election. However, if a participant terminates employment for
reasons other than retirement, the deferred amounts will be paid as soon as
administratively feasible following the date of such termination of
employment. The deferred amounts shall be paid in a lump sum or in a series
of five or 10 annual installments, as designated in the participant's deferral
election. Upon the death of the participant, any remaining balance in his or
her deferred compensation account will be paid to the participant's designated
beneficiary.
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<PAGE>
Change in Control Agreements
TRINOVA has entered into agreements with Messrs. Allen, Ammann, Kline,
Selland, Weber and each of its other executive officers. These agreements are
designed primarily to aid in ensuring continued management in the event of an
actual or threatened change in control of TRINOVA (as defined in the
agreements). The agreements provide that in the event an executive officer is
terminated by TRINOVA other than upon his death, disability or for cause (as
defined in the agreements) within four years after a change in control, he
would be entitled to: (i) a lump sum payment equal to two years' (or, if less,
the period until age 65) salary and incentive compensation under the Annual
Executive Incentive Compensation Plan (based upon an average of his highest
compensation in two of the previous five years); (ii) a contribution by
TRINOVA to the executive's retirement savings plan account in an amount equal
to 9% of his average compensation (as determined in clause (i) above); and
(iii) continued participation in TRINOVA's welfare-benefit plans for two years
(or, if earlier, age 65). The officer would also be entitled to receive the
payments and benefits described above if he resigned within a period between
six months and two years following a change in control for reasons set forth
in the agreements relating to changed circumstances.
________________________
ITEM 2. PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has unanimously approved a proposed amendment to the
Company's Amended Articles of Incorporation (the "Articles") and recommends
that the Company's shareholders approve the adoption of the amendment. The
effect of the amendment would be to change the name of the Company from
"TRINOVA Corporation" to "Aeroquip-Vickers, Inc."
When the Company became TRINOVA in 1986, it had three core operating
companies: Aeroquip Corporation; Vickers, Incorporated; and Sterling
Engineered Products Inc. In 1989, Sterling was consolidated into Aeroquip,
and recently the Company announced that it will exit Aeroquip's interior
automotive plastics business, which formed the nucleus of the former Sterling
Engineered Products Inc. The names "Aeroquip" and "Vickers" have been known
and respected in the marketplace for decades, and the Board of Directors
believes that the new name "Aeroquip-Vickers, Inc." will more clearly define
the Company by emphasizing the two companies that comprise its operations.
The change of name will not affect in any way the validity or transferability
of stock certificates currently outstanding, and the Company's shareholders
will not be required to surrender for exchange any certificates now held by
them. Nor will the change affect in any way the capital structure of the
Company or the listing of any of its securities on any national securities
exchange, except that the Company will obtain a new stock exchange ticker
symbol to reflect the new Company name. If the proposed amendment is approved
by the shareholders, the Company expects to adopt the ticker symbol "ANV" on
the New York Stock Exchange effective April 18, 1997.
The adoption of the proposal to change the Company's name requires the
affirmative vote of the majority of the common shares of the Company which are
outstanding and eligible to vote. The text of the proposed amendment is
located in Exhibit 1 to this Proxy Statement. If the amendment is adopted by
the shareholders, the amendment will become effective upon the filing of a
certificate of amendment of the Articles with the Ohio Secretary of State.
Such filing is expected to be accomplished immediately after the annual
meeting of shareholders.
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<PAGE>
The Board of Directors recommends that the shareholders vote FOR the proposal
to change the name of the Company to "Aeroquip-Vickers, Inc."
________________________
ITEM 3. APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has employed the firm of Ernst & Young LLP, Certified
Public Accountants, as the independent auditors for TRINOVA for the year 1997,
and recommends ratification of this action at the annual meeting of
shareholders. If the employment of Ernst & Young LLP is not ratified, the
Board will consider the appointment of other auditors.
Representatives of Ernst & Young LLP will be present at the meeting to make a
statement if they desire to do so and to respond to appropriate questions.
The Board of Directors recommends that shareholders vote for the proposal
ratifying the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1997.
By Order of the Board of Directors,
/S/ JAMES M. OATHOUT
James M. Oathout
Secretary
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<PAGE>
Exhibit 1
Amendment
to the
Amended Articles of Incorporation
of
TRINOVA Corporation
Concerning
Changing the Name of the Company
"RESOLVED, that the title of the Company's Amended Articles of
Incorporation shall be amended to read as follows:
Amended Articles of Incorporation
of
Aeroquip-Vickers, Inc.
and,
"RESOLVED FURTHER, that Article FIRST of the Company's Amended
Articles of Incorporation shall be amended to read as follows:
FIRST: The name of the Corporation is 'Aeroquip-Vickers, Inc.'"
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<PAGE>
APPENDIX A
GRAPHIC AND IMAGE MATERIAL
The paper copy of this Proxy Statement includes portrait photographs of each
director. The photographs appear on page 2 of the paper copy and are
referenced on pages 2-4 of the electronic copy.
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<PAGE>
APPENDIX B
P TRINOVA Corporation
Proxy for 1997 Annual Meeting of Shareholders
R This Proxy is Solicited on Behalf of the Board of Directors
O
X The undersigned hereby appoints Darryl F. Allen, Robert H. Spilman and
William R. Timken, Jr., jointly and severally, proxies, with full power of
Y substitution, to vote as specified on the reverse side all shares of
TRINOVA Corporation which the undersigned is entitled to vote at the
annual meeting of shareholders on April 17, 1997, or any adjournment
thereof.
You are encouraged to specify your choices by marking the appropriate boxes,
on the reverse side, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. However, your shares
cannot be voted unless you sign and return this card.
__________________
| See Reverse Side |
|__________________|
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<PAGE>
Reverse Side as Follows:
____
| | Please mark your
| X | vote as in this
|____| example.
This proxy will be voted FOR each nominee for director for whom authority to
vote is not withheld and FOR Items 2 and 3 if no vote is specified.
The Board of Directors recommends a vote "FOR" all nominees and Items 2 and 3.
1. Election of Directors NOMINEES:
FOR WITHHELD Darryl F. Allen
"FOR" all ___ ___ If marked, Purdy Crawford
nominees | | | | vote is Joseph C. Farrell
(except as |___| |___| withheld David R. Goode
marked to the from all Paul A. Ormond
contrary below) nominees John P. Reilly
listed William R. Timken, Jr.
To withhold authority to vote for any
individual nominee, write his name on
the space provided below:
_____________________________________
FOR AGAINST ABSTAIN
2. Proposal to change ___ ___ ___
the name of the | | | | | |
Company to |___| |___| |___|
"Aeroquip-Vickers, Inc."
FOR AGAINST ABSTAIN
3. Ratification of ___ ___ ___
Ernst & Young LLP | | | | | |
as independent |___| |___| |___|
auditors for 1997
4. To vote in their discretion upon such other
business as may properly come before the
meeting
Note: Please sign exactly as name appears to the left. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee
or guardian, please also give your full title. If a corporation,
please sign in full corporate name by an authorized officer. If a
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person.
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SIGNATURE(S) DATE
-27-
