As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. ________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________________
AEROQUIP-VICKERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-4288310
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3000 Strayer, Maumee, Ohio 43537-0050
(Address of Principal Executive Offices Including Zip Code)
AEROQUIP-VICKERS, INC.
DIRECTORS' RETIREMENT PLAN, AS AMENDED
(Full Title of the Plan)
James E. Kline
Vice President and General Counsel
Aeroquip-Vickers, Inc.
3000 Strayer
Maumee, Ohio 43537-0050
(Name and Address of Agent For Service)
(419) 867-2200
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Maximum Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
______________________________________________________________________________
Common Shares, 10,000 $62.78 $627,800 $191.00
$5 par value
per share
==============================================================================
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such securities on the New York Stock
Exchange on April 30, 1998, within five business days prior to filing.
This document contains 22 pages.
The Exhibit Index appears on page 9.
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Part II
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Aeroquip-Vickers, Inc.,
formerly named TRINOVA Corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
(1) the Annual Report on Form 10-K for the fiscal year ended December 31,
1997; (2) the description of the Registrant's Common Shares, par value $5 per
share (the "Common Shares") contained in the Registration Statement filed with
the Commission pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") for purposes of registering such securities thereunder,
and any amendments and reports filed for the purpose of updating that
description; and (3) the description of the Registrant's Common Share Rights
contained in the Registration Statement on Form 8-A filed January 27, 1989.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legal opinion included herewith regarding the legality of the Common
Shares registered hereby is given by James E. Kline, Vice President and
General Counsel of the Registrant. Beside being an officer and employee of
the Registrant, Mr. Kline has beneficial ownership of 19,008 Common Shares of
the Registrant.
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Item 6. Indemnification of Directors and Officers
Under Article IV of the Registrant's Amended Code of Regulations, by
authority of Section 1701.13(E) of the Ohio Revised Code, the Registrant is
obligated to indemnify directors, officers and salaried employees against
liabilities, fines, penalties or amounts paid in settlement actually and
reasonably incurred in connection with the defense of any pending or
threatened action, suit or proceeding to which they are or may be a party by
reason of service to or at the request of the Registrant provided that they
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Registrant and, for certain claims, that
certain other determinations have been made. A copy of the Amended Code of
Regulations was filed as an Exhibit 3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 and is incorporated herein by
reference. Section 1701.13(E) of the Ohio Revised Code itself provides for
mandatory indemnification of directors and officers of an Ohio corporation
under certain circumstances.
The Registrant also maintains directors' and officers' liability
insurance which pays, subject to policy limitations and retentions, for loss
arising from any claim against a director or officer of the Registrant or any
of its wholly-owned subsidiaries by reason of a wrongful act done in his or
her respective capacity, including breaches of duty, neglect, errors,
misstatements, misleading statements and omissions. An act brought about or
contributed to by dishonesty is excluded, as is an accounting for profits made
from the purchase or sale of the Registrant's securities within the meaning of
Section 16(b) of the Securities Exchange Act of 1934.
Item 7. Exemption from Registration Claims
Not Applicable.
Item 8. Exhibits
4(a) Amended Articles of Incorporation (amended April 17, 1997)
of the Registrant (filed as Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
and incorporated herein by reference).
4(b) Amended Code of Regulations (amended April 21, 1988) of the
Registrant (filed as Exhibit 3 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference).
4(c) Aeroquip-Vickers, Inc. Aeroquip-Vickers, Inc. Directors'
Retirement Plan, as Amended.
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4(d) Rights Agreement, dated January 26, 1989, by and between the
Registrant (formerly named TRINOVA Corporation) and First Chicago
Trust Company of New York (filed as Exhibit 2 to Form 8-A filed
January 27, 1989 and incorporated herein by reference), as amended
by the First Amendment to Rights Agreement (filed as Exhibit 5 to
Form 8 filed on July 1, 1992 and incorporated herein by
reference).
5 Opinion as to the legality of the securities being
registered.
23(a) Consent of Independent Auditors.
23(b) The consent of counsel concerning use of the legal opinion
as an exhibit to this Registration Statement is included in the
opinion filed herewith as Exhibit 5.
24 Power of Attorney.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the Registration
Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in
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periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Maumee, State of Ohio, on May 4,
1998.
AEROQUIP-VICKERS, INC.
By: /S/ DARRYL F. ALLEN
Darryl F. Allen, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 4, 1998.
Signature Title
/S/ DARRYL F. ALLEN Director, Chairman of the Board,
Darryl F. Allen President and Chief Executive
Officer
(Principal Executive Officer)
/S/ DAVID M. RISLEY Vice President-Finance and
David M. Risley Chief Financial Officer
(Principal Financial Officer)
/S/ GREGORY R. PAPP Corporate Controller
Gregory R. Papp (Principal Accounting Officer)
*PURDY CRAWFORD Director
Purdy Crawford
*JOSEPH C. FARRELL Director
Joseph C. Farrell
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*DAVID R. GOODE Director
David R. Goode
*PAUL A. ORMOND Director
Paul A. Ormond
*JOHN P. REILLY Director
John P. Reilly
*WILLIAM R. TIMKEN, JR. Director
William R. Timken, Jr.
*By James E. Kline, Attorney-in-fact
/S/ JAMES E. KLINE
James E. Kline, Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
4(a) Amended Articles of Incorporation (amended Incorporated
April 17, 1997) of the Registrant (filed as herein by
Exhibit 3 to the Registrant's Quarterly Report reference
on Form 10-Q for the quarter ended March 31,
1997 and incorporated herein by reference).
4(b) Amended Code of Regulations (amended April 21, Incorporated
1988) of the Registrant (filed as Exhibit 3 to herein by
the Registrant's Annual Report on Form 10-K reference
for the year ended December 31, 1997 and
incorporated herein by reference).
4(c) Aeroquip-Vickers, Inc. Directors' Retirement 10-18
Plan, as Amended.
4(d) Rights Agreement, dated January 26, 1989, by Incorporated
and between the Registrant (formerly named herein by
TRINOVA Corporation) and First Chicago Trust reference
Company of New York (filed as Exhibit 2 to
Form 8-A filed January 27, 1989 and
incorporated herein by reference), as amended
by the First Amendment to Rights Agreement
(filed as Exhibit 5 to Form 8 filed on July 1,
1992 and incorporated herein by reference).
5 Opinion as to the legality of the securities being 19-20
registered.
23(a) Consent of Independent Auditors. 21
23(b) The consent of counsel concerning use of the Incorporated
legal opinion as an exhibit to this Registration herein by
Statement is included in the opinion filed reference
herewith as Exhibit 5.
24 Power of Attorney. 22
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EXHIBIT 4(c)
AEROQUIP-VICKERS, INC. DIRECTORS' RETIREMENT PLAN
Effective: January 1, 1985
Restatement Date: January 1, 1998
1. Purpose. Aeroquip-Vickers, Inc. ("Company," formerly known as
TRINOVA Corporation) hereby restates the TRINOVA Corporation Directors'
Retirement Plan ("1990 Plan") as the Aeroquip-Vickers, Inc. Directors'
Retirement Plan ("Plan"). The purpose of the Plan is to recognize the valuable
services provided and to be provided by its current nonofficer directors. The
effective date of the 1990 Plan is January 1, 1998.
2. Eligibility. Each person ("Participant") who served on the Board
of Directors of the Company ("Board of Directors") between January 1, 1990 and
December 31, 1997, and who was not an officer of the Company, shall
participate in the Plan. No director first elected to serve on the Board of
Directors after December 31, 1997 shall be eligible to participate in the
Plan.
3. Benefits for Directors Retiring Before 1998. Benefits shall
continue to be payable under the Plan to each Participant who retired from the
Board of Directors prior to January 1, 1998 in accordance with article 9 of
the Company's by-laws or who, with the concurrence of the Board of Directors,
resigned prior to January 1, 1998 for health or other reasons beyond such
person's control. Such benefits shall be the same benefits payable under the
1990 Plan and shall be payable monthly, commencing on the first day of the
month following such Participant's retirement (or resignation, as provided
herein) from the Board of Directors and ending with the payment for the month
in which such Participant's death occurs, provided, however, that in no event
shall the aggregate number of payments exceed the lesser of 120 or the number
of months such Participant served as a nonofficer director of the Company. The
monthly benefits payable to Participants who had retired prior to January 1,
1998 under the terms of the 1990 Plan, and the period for which such benefits
will continue to be payable, are set forth in the listing attached hereto as
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Exhibit A. Such benefit payments shall be made from assets of the Company that
are subject to the claims of general creditors, subject, however, to the
provisions of paragraph 6 hereof.
4. Deferred Stock Units for Directors Retiring After 1997. The
Company shall create an unfunded bookkeeping account ("Account") for each
Participant who has not retired by January 1, 1998, which Account shall be
credited with bookkeeping entries equivalent to shares of the Company's common
stock ("Stock Units"). These Accounts shall be credited with an initial grant
of Stock Units as of January 1, 1998 to compensate Participants who had not
retired by January 1, 1998 for waiving the benefits they might otherwise be
entitled to receive pursuant to paragraph 3 of the 1990 Plan, and with
additional Stock Units each time thereafter the Company pays a dividend. When
a Participant retires from the Board of Directors after December 31, 1997 in
accordance with article 9 of the Company's by-laws, or resigns after such date
with the concurrence of the Board of Directors for health or other reasons
beyond the Participant's control, the Participant shall be entitled to receive
a distribution based on the Stock Units accumulated in his or her Account, as
described below.
For each Participant who has not retired by January 1, 1998, the initial
number of Stock Units to be credited to his or her Account shall be determined
by calculating the actuarial present value of the benefits the Participant
would have been entitled to receive pursuant to paragraph 3 of the 1990 Plan
had he or she retired from his or her service on the Board of Directors on
December 31, 1997, and then dividing this actuarial present value by $50.2969
(the average closing end of month price of the Company's Common Stock for
September through December, 1997). The actuarial assumptions used to determine
the actuarial present value of each Participant's benefits shall be determined
by the Organization and Compensation Committee ("Committee") of the Board of
Directors. The number of Stock Units initially credited to each Participant's
Account is set forth in Exhibit B.
For each dividend declared by the Company with a payment date after
January 1, 1998 and on or before the date of the Participant's retirement from
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the Board of Directors, the Participant's Account shall be credited with
additional Stock Units as of each such dividend payment date. The number of
Stock Units credited to the Participant's Account shall be determined as
follows:
(i) In the case of a cash dividend declared on the Common
Stock, the number of Stock Units credited shall be equal to
(a) the dividend declared per share of common stock, multiplied by
(b) the number of Stock Units previously credited to the
Participant's account, divided by (c) the fair market value of a
share of common stock on such dividend payment date;
(ii) In the case of a stock dividend declared on the common
stock, the number of Stock Units credited shall equal (a) the
dividend declared per share of common stock, multiplied by (b) the
number of Stock Units previously credited to the Participant's
Account.
The number of Stock Units credited to Participant's Accounts as a result of
the payment of such dividends shall be rounded to the nearest one-hundredth of
a Stock Unit.
When a Participant retires or, if earlier, when he or she attains
age 70, the Participant shall be entitled to receive a distribution in a lump
sum or in five annual installments, as elected by the Participant no sooner
than 12 months before the distribution is made or, in the case of annual
installments, commences. The distribution in the form of a lump sum payment
shall consist of a number of shares of the Company's common stock equal to the
number of Stock Units the Participant has accumulated in his or her Account,
rounded to the next lower increment of 100-share multiples, with the remaining
Stock Units converted to cash at the closing price quoted for the common stock
on the last trading day preceding the date of the distribution before being
paid. In the case of annual installments, each such distribution shall consist
of a number of shares of the Company's common stock equal to the number of
Stock Units the Participant has accumulated in his or her Account, rounded to
the next lower increment of 100-share multiples and divided by five, with the
remaining Stock Units converted to cash at the closing price quoted for the
common stock on the last trading day preceding the date of the final
distribution before being paid.
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If a Participant dies before receiving the entire distribution required
by this paragraph 4, such beneficiary as the Participant may have designated
in a writing filed with the Committee shall receive a distribution in a lump
sum consisting of a number of remaining shares of the Company's common stock
equal to the number of Stock Units the Participant had accumulated in his or
her Account as of the date of death, rounded to the next lower increment of
100-share multiples, with the remaining Stock Units converted to cash at the
closing price quoted for the common stock on the last trading day preceding
the date of the distribution before being paid. In the absence of such a
writing filed with the Committee, such lump sum payment shall be made in the
manner provided herein to the estate of the deceased Participant.
The Company shall take such steps as may be necessary or desirable to
register the shares of common stock issuable pursuant to the Plan under the
Securities Act of 1933, as amended, and to satisfy the requirements of the New
York Stock Exchange with respect to such shares.
5. Rabbi Trust and Changes in Control. The Company shall establish an
irrevocable grantor trust ("Rabbi Trust") to which the Company may, at the
sole discretion of its Board of Directors, make contributions for the purpose
of satisfying all or a portion of the Company's obligations under the Plan.
Any benefits paid from such Rabbi Trust to a Participant shall reduce the
amount of the benefits payable hereunder by the Company from its general
corporate assets.
Furthermore, and notwithstanding any provision herein to the contrary,
the Company shall contribute to the Rabbi Trust that aggregate amount
calculated pursuant to paragraph 6 hereof within ten days of a Change in
Control.
A "Change in Control" shall have occurred for purposes of the Plan if
any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the
aggregate by the holders of Voting Stock immediately prior to such
transaction;
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(ii) If the Company sells all or substantially all of its assets
to any other corporation or other legal person, less than a majority of
the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the
aggregate by the holders of Voting Stock immediately prior to such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Exchange Act, disclosing that any Person has become the
Beneficial Owner of 20 percent or more of the Voting Stock;
(iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control of
the Company has or may have occurred or will or may occur in the future
pursuant to any then-existing contract or transaction; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of the
Company cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company first elected during such
period was approved by a vote of at least two-thirds of the directors of
the Company then still in office who were directors of the Company at
the beginning of any such period.
Notwithstanding the foregoing provisions of subparagraph (iii) or
subparagraph (iv) hereof, a "Change in Control" shall not be deemed to have
occurred for purposes hereof solely because (i) the Company, (ii) an entity in
which the Company directly or indirectly beneficially owns 50 percent or more
of the voting securities, or (iii) any Company-sponsored employee stock
ownership plan or any other employee benefit plan of the Company, either files
or becomes obligated to file a report or a proxy statement under or in
response to schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), disclosing beneficial
ownership by it of shares of Voting Stock whether in excess of 20 percent or
otherwise, or because the Company reports that a change in control of the
Company has or may have occurred or will or may occur in the future by reason
of such beneficial ownership.
For purposes of the foregoing
(a) "Beneficial Owner" of Voting Stock shall mean
any person who would be deemed to beneficially own such
Voting Stock within the meaning of Rule 13d-3 promulgated
under the Exchange Act, or any successor rules or
regulations thereto.
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(b) "Person" shall mean any "person," as the term
"person" is used and defined in Section 14(d)(2) of the
Exchange Act, and any "affiliate" or "associate" of any such
person, as the terms "affiliate" and "associate" are defined
in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act as in effect on the date hereof.
(c) "Voting Stock" shall mean all outstanding
securities of the Company entitled to vote generally in the
election of directors of the Company at the time in
question.
6. Funding of Trust on Change in Control. The amount to be
contributed to the Rabbi Trust in the event of the occurrence of a Change in
Control (as defined in paragraph 5 hereof) shall be the sum of (a) the amounts
necessary to purchase annuities to provide Participants who retired before
January 1, 1998 with the remaining benefits they are entitled to receive
pursuant to paragraph 3 hereof as of the date the Change in Control occurs,
and (b) sufficient shares of the Company's common stock or other liquid assets
with a value not less than the fair market value of the Stock Units
accumulated in Participants' Accounts pursuant to paragraph 4 hereof as of the
date the Change in Control occurs.
7. Consulting Duties of Retired Participants. As a condition of
participation in the 1990 Plan and in the Plan, upon and after a Participant's
retirement from the Board of Directors, such Participant shall remain
available at any reasonable time and from time to time to advise and to
consult with the Chief Executive Officer of the Company and also with the
Chairman of the Board of Directors of the Company (if such person is not also
the Chief Executive Officer).
8. Noncompetition. The obligation of the Company to make or continue
payments under the Plan shall be subject to the condition that the Participant
shall not engage, either directly or indirectly, in any activity which is
competitive with any activity of the Company, it being understood that in the
event of a breach by the Participant or former Participant of the foregoing
condition, the Company shall not be obligated to make any payment or payments
hereunder coming due subsequent to the occurrence of such breach. The
Committee, upon prior written request of a Participant or former Participant,
may waive the condition specified above with respect to noncompetition if,
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<PAGAE>
based upon all of the relevant circumstances, in the sole judgment of the
Committee, the granting of such a waiver is justified.
9. Nonassignability. No rights under the Plan shall be assignable,
transferable or subject to encumbrance or charge of any nature. No claim for
the nonpayment or erroneous payment of benefits hereunder may be made other
than by the Participant or former Participant or by his or her estate acting
on his or her behalf.
10. Facility of Payment. If a Participant who is receiving benefits or
is eligible to begin receiving benefits under the Plan is under a legal
disability, as determined in the sole discretion of the Committee, the
Committee may direct any or all of the benefits to which the former
Participant may be entitled to be paid in any one or more of the following
ways:
(a) to the former Participant, or
(b) to the former Participant's legal guardian or
conservator, or
(c) to the former Participant's spouse or to any other
individual or entity to be expended for the benefit of the former
participant.
11. Amendment and Termination. The Board of Directors may at any time
amend, suspend or terminate the Plan in whole or in part, but such action
shall not affect the right of any Participant or former Participant to receive
benefits accrued hereunder prior to the date of such action.
12. Administration. The Plan shall be administered by the Committee.
Each member of the Committee shall serve at the pleasure of the Committee and
may be removed at any time, with or without cause, by such Committee.
13. Governing Law. The Plan is established under and shall be
construed according to the laws of the State of Ohio.
The foregoing has been approved by and is being executed on behalf of
Aeroquip-Vickers, Inc. effective as of January 1, 1998.
AEROQUIP-VICKERS, INC.
By: _______________________________
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EXHIBIT A
MONTHLY BENEFITS PAYABLE FROM PLAN
(as of January, 1998)
Date of Final
Name of Director Monthly Benefit Monthly
Payment
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EXHIBIT B
INITIAL NUMBER OF STOCK UNITS TO BE CREDITED AS OF JANUARY 1, 1998
Initial No. of
Name of Director Stock Units
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EXHIBIT 5
[LETTERHEAD OF AEROQUIP-VICKERS, INC.]
May 4, 1998
Aeroquip-Vickers, Inc.
3000 Strayer
Maumee, OH 43537
Re: Registration Statement on Form S-8
Dear Sirs:
As Vice President and General Counsel of Aeroquip-Vickers, Inc. (the
"Company"), I have acted as counsel to the Company in connection with the
Company's preparation of a registration statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, to register 10,000 Common Shares
of the Company, $5.00 par value per share (the "Covered Shares"), that are
available for issuance under the Aeroquip-Vickers, Inc. Directors' Retirement
Plan, as amended (the "Plan"). In so acting, I have supervised other members
of the Company's legal department and outside counsel who have performed work
in connection with the Registration Statement.
I and other members of the Company's legal department and such outside counsel
have examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
certificates, and other instruments, and have made such other investigations,
as in our judgment are necessary or appropriate to enable me to render the
opinion expressed below. In our examination, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies, and the genuineness of
all signatures.
Based upon the foregoing, I am of the opinion that the Covered Shares, when
issued pursuant to the Plan, will be legally and validly issued, fully paid
and non-assessable Common Shares of the Company.
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I consent to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/S/ JAMES E. KLINE
James E. Kline
Vice President and General Counsel
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Aeroquip-Vickers, Inc. Directors' Retirement
Plan, as amended of our reports dated January 21, 1998, with respect to the
consolidated financial statements of Aeroquip-Vickers, Inc. and subsidiaries
incorporated by reference in its Annual Report (Form 10-K), for the year ended
December 31, 1997 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Toledo, Ohio
May 6, 1998
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Aeroquip-Vickers, Inc., an Ohio corporation (the "Company"), hereby
constitutes and appoints Darryl F. Allen, James E. Kline and William R.
Ammann, and each of them, as true and lawful attorney or attorneys-in-fact for
the undersigned, with full power of substitution and revocation, for him and
in his name, place and stead, to sign on his behalf as a director of the
Company a Registration Statement or Registration Statements on Form S-8
pursuant to the Securities Act of 1933 concerning certain Common Shares of the
Company to be offered in connection with the Aeroquip-Vickers, Inc. Directors'
Retirement Plan, and all amendments or post-effective amendments to such
Registration Statement(s), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission or any state regulatory authority, granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 22nd day of January, 1998.
/S/ PURDY CRAWFORD /S/ PAUL A. ORMOND
Purdy Crawford Paul A. Ormond
Director Director
/S/ JOSEPH C. FARRELL /S/ JOHN P. REILLY
Joseph C. Farrell John P. Reilly
Director Director
/S/ DAVID R. GOODE /S/ WILLIAM R. TIMKEN, JR.
David R. Goode William R. Timken, Jr.
Director Director
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