FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission File No. 1-924
TRINOVA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
(State of Incorporation) (I.R.S. Employer
Identification No.)
3000 Strayer, Maumee, Ohio 43537-0050
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (419) 867-2200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Shares, $5.00 Par Value Frankfurt Stock Exchange
Midwest Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
The Stock Exchange (London)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
[Cover page continued]
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The aggregate market value of the Common Shares held by non-affiliates of the
registrant as of February 22, 1994, was $1,089,387,219.
The number of Common Shares, $5 Par Value, outstanding as of February 22,
1994, was 28,697,879.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1993 Annual Report to Security Holders are filed as Exhibit
(13) filed hereto and are incorporated by reference into Parts I, II and IV.
Portions of the proxy statement for the annual meeting of security holders to
be held on April 21, 1994, are incorporated by reference into Part III.
This document, including exhibits, contains 109 pages.
The cover page consists of 2 pages.
The Exhibit Index is located on pages 28-30.
[End of cover page]
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PART I
ITEM 1. Business.
(a) TRINOVA Corporation ("TRINOVA") is a world leader in the manufacture and
distribution of engineered components and systems for industry, sold through
its operating companies, Aeroquip Corporation ("Aeroquip") and Vickers,
Incorporated ("Vickers"), to the industrial, automotive, and aerospace &
defense markets.
On January 28, 1993, two new directors, Delmont A. Davis, President
and Chief Executive Officer of Ball Corporation, and David R. Goode, Chairman
of the Board, President and Chief Executive Officer of Norfolk Southern
Corporation, were elected to the Board of Directors of TRINOVA.
On February 25, 1993, Gregory R. Papp was elected Corporate Controller
of TRINOVA. Mr. Papp was formerly Vice President and Controller for Aeroquip.
In the 1993 first quarter, TRINOVA adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (FAS 106). TRINOVA elected to recognize the
transition obligation in the 1993 first quarter as the cumulative effect of a
change in accounting principle resulting in a non-cash charge to income of
$113,229,000 pretax, $70,229,000 after tax, or $2.47 per share for the year.
On April 15, 1993, A. Paul Funkhouser and Robert M. Schaeberle retired
from the Board of Directors of TRINOVA.
In the 1993 second quarter, TRINOVA recorded a $26 million ($18.2
million after tax, or $.64 per share) provision for severance and other
personnel-related costs associated with worldwide work force reductions,
primarily focusing on TRINOVA's industrial operations in Europe.
During the 1993 fourth quarter, TRINOVA recognized a charge of
$7 million ($4.7 million after tax, or $.17 per share) to provide for prior
years' value-added taxes in Brazil which have been unsuccessfully contested by
TRINOVA and for which no provision had been made.
No business acquisitions were completed in 1993.
On September 1, 1993, TRINOVA sold the assets, net of certain
liabilities, of its plastics compounding business located in Cleveland, Ohio.
On December 21, 1993, TRINOVA sold the assets, net of certain liabilities, of
its radial piston motor business located in Plymouth, Devon, United Kingdom.
These businesses were sold as part of TRINOVA's ongoing program to eliminate
businesses and product lines which do not fit its strategies.
(b) "Note 13 - Business Segments" on pages 87-89 of Exhibit (13) filed
hereunder is incorporated herein by reference.
(c) A description of the business done and intended to be done by TRINOVA and
its subsidiaries in each industry segment follows.
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(1) INDUSTRIAL: Aeroquip manufactures and sells all pressure ranges of
hose and fittings; adapters; self-sealing couplings; and molded, extruded and
co-extruded plastic products.
Vickers manufactures and sells hydraulic, electrohydraulic, pneumatic
and electronic control devices; piston and vane pumps and motors; servovalves
and controls; hydraulic and pneumatic cylinders; hydraulic power packages;
electric motors and drives; and filters and fluid evaluation services.
Principal markets for these products include construction, mining,
logging and farm equipment; machine tool; process industries; electrical
machinery, refrigeration and air conditioning; appliances and communications
equipment; electronics; lift truck; material handling; plant maintenance; and
housing and commercial construction. Sales are dispersed geographically
across a broad customer base. Products are sold directly to original
equipment manufacturers ("OEMs") and through a worldwide network of
distributors serving aftermarket and small OEM customers.
The industrial business is highly competitive in terms of price,
quality and service. TRINOVA believes that Aeroquip has significant market
position worldwide for industrial hose, fittings, couplings and adapters.
TRINOVA also believes that Vickers has significant market position worldwide
for mobile and industrial vane pumps, solenoid-operated directional valves,
mobile hydraulic control valves for forklift trucks, cartridge valve systems,
piston pumps for high-horsepower agricultural tractors, hydraulic tilt-train
technology, and utility vehicle hydraulic equipment. TRINOVA serves many
customers in the highly diverse and fragmented industrial markets. Due to the
diversity of TRINOVA's products, there are a large number of competitors
scattered across a wide variety of market segments, with no single competitor
competing in each of TRINOVA's product lines.
The order backlog for the industrial business was $148.4 million as of
December 31, 1993, compared to $152.2 million as of December 31, 1992.
Substantially all of the December 31, 1993 backlog is expected to be filled in
1994.
(2) AUTOMOTIVE: Aeroquip manufactures and sells air conditioning,
power steering, oil and transmission cooler, and fuel line components and
assemblies; body side moldings; bumper nerf strips; fascias; window frames;
instrument panels; radio bezels; louvers and trim plates; consoles; engine
covers; garnish moldings; bumper beams; engine components; and height sensors.
The automotive businesses of Aeroquip serve worldwide automobile,
light truck and van manufacturers. Products are primarily sold directly to
manufacturers. Approximately 51 percent of sales of TRINOVA's automotive
business is comprised of worldwide sales made to three major U.S. automobile
manufacturers.
The automotive business is a highly competitive industry in terms of
price, quality and service. Aeroquip is a preferred supplier to the major
U.S. and European automobile manufacturers. Competition for products in the
automotive industry is very fragmented.
(3) AEROSPACE & DEFENSE: Aeroquip manufactures and sells hose,
fittings, couplings, swivels, V-band couplings, fuel-handling products and
high-pressure tube fittings.
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Vickers manufactures and sells fixed- and variable-displacement pumps;
fuel pumps; hydraulic motors and motor packages; motorpumps and generator
packages; high-pressure hydraulic systems; valves and valve packages;
electrohydraulic and electromechanical actuators; integrated packages and
accessories; AC and DC generators, electric motors and motor packages; and
sensors and monitoring devices.
The aerospace & defense businesses of Aeroquip and Vickers serve
worldwide commercial aerospace and military markets including commercial
aircraft, air defense, cargo handling, combat and support vehicles, commuter
aircraft, engines, marine, military aircraft, military weaponry, missiles and
naval machinery. Products are sold directly to OEM businesses and the
Government and through a large distributor network. Approximately 19 percent
of sales of TRINOVA's aerospace & defense business is comprised of sales made
to two major U.S. airframe manufacturers.
The aerospace & defense business is highly competitive in terms of
price, quality and service. TRINOVA believes that Aeroquip has significant
market position worldwide for aerospace hose, fittings and quick-disconnect
couplings. TRINOVA also believes Vickers has significant market position
worldwide for aerospace piston pumps and motors, and lube system diagnostics.
TRINOVA serves a large number of customers in the diverse and
fragmented aerospace and defense markets. Due to the diversity of TRINOVA's
products, there are a large number of competitors scattered across a wide
variety of market segments, with no single competitor competing in each of
TRINOVA's product lines.
The order backlog for the aerospace & defense business was $278.4
million as of December 31, 1993, compared to $321.6 million as of December 31,
1992. Approximately 30 percent of the December 31, 1993 backlog is not
expected to be filled in 1994 because certain contracts require deliveries
after 1994. Approximately 24 percent of the December 31, 1993 backlog
represents direct Government contracts or subcontracts on Government programs,
which are subject to termination for convenience by the Government.
(4) OTHER INFORMATION: TRINOVA and its subsidiaries are generally
not dependent upon any one source for raw materials or purchased components
essential to their businesses, and it is believed that such raw materials and
components will be available in adequate quantities to meet anticipated
production schedules.
Patents owned by TRINOVA are considered important to the conduct of
its present businesses. TRINOVA is licensed under a number of patents, none
of which are considered material to its businesses. TRINOVA is the owner of a
number of U.S. and non-U.S. trademark registrations.
TRINOVA devotes engineering, research and development efforts to new
products and improvement of existing products and production processes.
During 1993, 1992 and 1991, TRINOVA spent a total of $55.3 million, $65.3
million and $74.9 million, respectively, on these efforts.
TRINOVA employed 15,012 persons at December 31, 1993.
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(d) "Note 14 - Non-U.S. Operations" on page 90 of Exhibit (13) filed
hereunder is incorporated herein by reference. TRINOVA believes the risk
attendant to non-U.S. operations, which are primarily in developed countries,
is not significantly greater than that attendant to its U.S. operations.
ITEM 2. Properties.
A description of TRINOVA's principal properties follows. Except as
otherwise indicated, all properties are owned by TRINOVA or its subsidiaries.
TRINOVA's executive offices (leased) are located in Maumee, Ohio.
INDUSTRIAL: Aeroquip Corporation has executive and administrative offices in
Maumee, Ohio (leased); technical centers in Ann Arbor, Michigan (leased) and
Maumee, Ohio (leased); and manufacturing facilities throughout the United
States and abroad, including plants in Mountain Home, Arkansas; Fitzgerald,
Georgia; Elkhart and New Haven, Indiana; Williamsport, Maryland; Forest City
and Norwood, North Carolina; Van Wert, Ohio; Gainesboro, Tennessee; Bassett,
Virginia; Wausau, Wisconsin; Rio de Janeiro, Brazil; Chambray-Les-Tours,
France; Baden-Baden and Hann-Muenden, Germany; Livorno, Italy; Barcelona,
Spain; and Cardiff, United Kingdom. Aeroquip also owns or leases warehouse,
assembly and distribution facilities and sales offices in the United States
and abroad.
Vickers, Incorporated has executive and administrative offices in
Maumee, Ohio (leased); administrative offices in Troy, Michigan (leased); a
technical center in Rochester Hills (leased), Michigan; and manufacturing
facilities throughout the United States and abroad, including plants in
Decatur, Alabama; Searcy, Arkansas; Carol Stream and Springfield (leased),
Illinois; Grand Blanc and Jackson, Michigan; Columbia, Missouri; Omaha,
Nebraska; White City, Oregon; Victoria, Australia (leased); Sao Paulo, Brazil;
Bad Homburg, Germany; Casella, Vignate (leased), Settimo Milanese (leased) and
Valperga, Italy; and Havant and Telford (leased), United Kingdom. Vickers
also owns or leases warehouse, assembly and distribution facilities and sales
offices in the United States and abroad.
AUTOMOTIVE: Aeroquip has executive and administrative offices in Maumee, Ohio
(leased); technical and administrative offices in Mt. Clemens, Michigan
(leased); a technical center in Ann Arbor, Michigan (leased); and
manufacturing facilities throughout the United States and abroad, including
plants in Atlanta, Georgia; Kendallville, Indiana; Henderson, Kentucky;
Clinton Township (leased), Mt. Clemens, Port Huron, Spring Arbor and Sterling
Heights, Michigan; Mooresville, North Carolina; Livingston, Tennessee; Baden-
Baden, Reichelsheim (leased) and Roedelheim (leased), Germany; Alcala de
Henares, Spain; and Brierley Hill, United Kingdom. Aeroquip also owns or
leases warehouse, assembly and distribution facilities and sales offices in
the United States and abroad.
AEROSPACE & DEFENSE: Aeroquip Corporation has executive and administrative
offices in Maumee, Ohio (leased); administrative offices in Jackson, Michigan
(leased); a technical center in Ann Arbor, Michigan (leased); and
manufacturing facilities throughout the United States and abroad, including
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plants in Toccoa, Georgia; Jackson, Michigan; Middlesex, North Carolina; Pau,
France (leased); and Lakeside, United Kingdom (leased). Aeroquip also owns or
leases warehouse, assembly and distribution facilities and sales offices in
the United States and abroad.
Vickers, Incorporated has executive and administrative offices in
Maumee, Ohio (leased); and manufacturing facilities throughout the United
States and abroad, including plants in Los Angeles, California; Maysville,
Kentucky (leased); Grand Rapids, Michigan; Jackson, Mississippi; Hi-Nella, New
Jersey; Glenolden, Pennsylvania; Bad Homburg, Germany; and Bedhampton, United
Kingdom. Vickers also owns or leases warehouse, assembly and distribution
facilities and sales offices in the United States and abroad.
ITEM 3. Legal Proceedings.
As previously reported, on March 26, 1992, the United States
Environmental Protection Agency ("USEPA") issued an Administrative Order
("Order") under Section 106 of the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA") to TRINOVA's subsidiary, Aeroquip
Corporation, and five other Potentially Responsible Parties ("PRPs") relative
to the San Fernando Valley Burbank Operable Unit, involving groundwater
contamination. (Reference is made to Part I, Item 3, of TRINOVA's Annual
Report on Form 10-K for the year ended December 31, 1992.) The Order requires
the six PRPs to design and construct a water blending facility at a cost now
estimated to be approximately $4.8 million. TRINOVA's portion of any such
cost is estimated to be 18.33 percent based on a cost-sharing agreement among
the six PRPs which was executed by TRINOVA on July 6, 1992.
As previously reported, on November 13, 1992, the USEPA, Region IX,
issued a General Notice of Liability letter to TRINOVA's subsidiary, Sterer
Engineering and Manufacturing Company ("Sterer"). (Reference is made to Part
II, Item 1, of TRINOVA's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993.) The letter notifies Sterer of potential liability, as defined
by Section 107(a) of CERCLA, that it may incur with respect to the San
Fernando Valley Glendale South Operable Unit, involving groundwater
contamination. The USEPA issued its Record of Decision ("ROD") on June 18,
1993. The interim remedy proposed in the ROD for both the North and South
Operable Units is projected by the USEPA to cost approximately $45 million.
Twenty-seven PRPs have presented a good faith offer to USEPA to conduct the
Remedial Design ("RD") phase of the interim remedy. The estimated cost of the
RD phase is $3 million. Sterer's portion of the RD costs is estimated to be
2.07 percent based on an interim allocation agreement among the PRPs.
As previously reported, on July 31, 1992, the Maine Department of
Environmental Protection issued an Administrative Enforcement Order to TRINOVA
and its wholly owned subsidiaries, Aeroquip Corporation and Sterling
Engineered Products Inc. ("Sterling"), as well as one other party, Pioneer
Plastics Corporation ("Pioneer Plastics"), (collectively the "respondents"),
pursuant to Title 38, section 1304(12) of the Maine Revised Statutes.
(Reference is made to Part II, Item 1, of TRINOVA's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993.) The Order, which was issued
without a prior hearing, required the respondents to conduct a complete Phase
II environmental assessment of alleged soil and groundwater contamination at a
manufacturing site in Auburn, Maine, which was formerly owned by Sterling and
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is now owned by Pioneer Plastics. The Order further required the respondents
to remediate any environmental contamination identified in the Phase II
assessment. Sterling and the other respondents filed applications for a
hearing on the Order and for other procedural and substantive relief; the
Order was stayed while administrative proceedings were pending. On May 5,
1993, a Compliance Order on Consent ("COC") was entered into by the State of
Maine, Sterling and Pioneer Plastics. The COC replaces and revokes the Order
issued July 31, 1992. The COC requires Sterling to conduct a site
investigation and to develop and implement a remedial work plan. The cost to
Sterling to conduct the COC site investigation is estimated to be
approximately $535,000. Sterling's remediation costs are undetermined at this
time because the site investigation has not been completed.
TRINOVA and certain subsidiaries are defendants in various lawsuits.
While the ultimate outcome of these lawsuits and the above environmental
matters cannot now be predicted, management is of the opinion, based on the
facts now known to it, that the liability, if any, in these lawsuits (to the
extent not provided for by insurance or otherwise) and the above environmental
matters will not have a material adverse effect upon TRINOVA's consolidated
financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages, positions and recent business experience of the
executive officers of TRINOVA as of February 22, 1994, are listed below.
Officers of TRINOVA are elected annually in April by the Board of Directors at
the organization meeting immediately following the annual meeting of
shareholders.
NAME AND POSITION AGE BUSINESS EXPERIENCE
Darryl F. Allen, 50 Chairman of the Board, President
Chairman of the Board, and Chief Executive Officer of
President and Chief TRINOVA since 1991. President and
Executive Officer Chief Executive Officer of
TRINOVA from 1986 to 1991.
William R. Ammann, 52 Vice President-Administration
Vice President-Administration and Treasurer of TRINOVA since
and Treasurer April 1992. Vice President -
Administration of TRINOVA from
1983 to April 1992.
Warren N. Bimblick 39 Vice President-Corporate
Vice President-Corporate Communications of TRINOVA since
Communications 1990. Director-Investor
Relations and Corporate
Communications of TRINOVA from
1985 to 1990.
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NAME AND POSITION AGE BUSINESS EXPERIENCE
James E. Kline, 52 Vice President & General Counsel
Vice President and of TRINOVA since 1989. Partner of
General Counsel Shumaker, Loop & Kendrick (law
firm), Toledo, Ohio, from 1984
to 1989.
James McKee, 62 Executive Vice President of
Executive Vice President of TRINOVA since 1989 and President
TRINOVA and President of of Vickers, Incorporated since
Vickers, Incorporated 1987. Vice President of TRINOVA
from 1987 to 1989.
James M. Oathout, 49 Secretary and Associate General
Secretary and Counsel of TRINOVA since 1988.
Associate General Counsel
Gregory R. Papp, 47 Corporate Controller of TRINOVA
Corporate Controller since February 1993. Vice
President and Controller of
Aeroquip Corporation from July 1991
to February 1993. Vice President
Planning and Control - Automotive
Products Group of Aeroquip
Corporation from January 1991 to
July 1991. Group Controller -
Garrett Automotive Group of Allied-
Signal Corporation from 1987 to
1991.
David M. Risley, 49 Vice President - Finance and Chief
Vice President - Finance Financial Officer of TRINOVA since
and Chief Financial Officer October 1992. Group Vice President
- Administration and Control of
Aeroquip Corporation from 1991
to October 1992. Vice President
and Controller of Aeroquip
Corporation from 1990 to 1991.
Controller of TRINOVA from 1984
to 1990.
Howard M. Selland, 50 Executive Vice President of
Executive Vice President of TRINOVA and President of Aeroquip
TRINOVA and President of Corporation since 1989. Vice
Aeroquip Corporation President of TRINOVA and
President of Sterling Engineered
Products Inc. from 1984 to 1989.
Philip G. Simonds, 53 Vice President-Taxation of TRINOVA
Vice President-Taxation since 1983.
There are no family relationships among the persons named above.
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PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
"Stock Exchanges," "Stock Ownership," "Dividend Information,"
"Quarterly Common Stock Information" and "Dividend Payments per Share of
Common Stock" on page 93 of Exhibit (13) filed hereunder are incorporated
herein by reference.
ITEM 6. Selected Financial Data.
"11-Year Summary of Selected Financial Data" on pages 54-56 of Exhibit
(13) filed hereunder is incorporated herein by reference.
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.
"Analysis of Operations," "Effects of Inflation" and "Liquidity,
Working Capital and Capital Investment" on pages 57-64 of Exhibit (13) filed
hereunder are incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data.
"Quarterly Results of Operations" and the consolidated financial
statements of the registrant and its subsidiaries on pages 65-92 of Exhibit
(13) filed hereunder are incorporated herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Officers of the Registrant.
"Election of Directors" on pages 1-2 of the proxy statement for the
annual meeting to be held on April 21, 1994, is incorporated herein by
reference. Information regarding executive officers is set forth in Part I of
this report under the caption "Executive Officers of the Registrant."
ITEM 11. Executive Compensation.
"Compensation of Directors" and "Executive Compensation" (excluding
material under the captions "TRINOVA Stock Performance Graph" and "Board
Compensation Committee Report on Executive Compensation") on pages 3 and 5-9,
respectively, of the proxy statement for the annual meeting to be held on
April 21, 1994, are incorporated herein by reference.
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
"Security Ownership" on page 4 of the proxy statement for the annual
meeting to be held on April 21, 1994, is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions.
None.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as a part of this report.
(1) The following consolidated financial statements of TRINOVA and
its subsidiaries, included on pages 67-92 of Exhibit (13) filed hereunder are
incorporated by reference in Item 8.
Management's Statement on Responsibility for Financial Statements
Report of Ernst & Young, Independent Auditors
Statement of Operations - Years ended December 31, 1993, 1992 and 1991
Statement of Financial Position - December 31, 1993 and 1992
Statement of Cash Flows - Years ended December 31, 1993, 1992 and 1991
Statement of Shareholders' Equity - Years ended December 31, 1993, 1992
and 1991
Notes to Financial Statements - December 31, 1993
(2) The following consolidated financial statement schedules of
TRINOVA and its subsidiaries are filed under Item 14(d):
SCHEDULE PAGE(S)
Schedule V - Property, plant and equipment 17-19
Schedule VI - Accumulated depreciation, depletion and
amortization of property, plant and equipment 20-22
Schedule VIII - Valuation and qualifying accounts 23-25
Schedule IX - Short-term borrowings 26
Schedule X - Supplementary income statement information 27
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are either not required
under the related instructions or are inapplicable, and therefore have been
omitted.
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(3) The following exhibits are incorporated by reference hereunder;
and those exhibits marked with an asterisk (*) (together with those exhibits
so marked on page 14) are management contracts or compensatory plans or
arrangements required to be filed as exhibits pursuant to Item 14(c) of this
report:
EXHIBIT
NUMBER
(3)-1 Amended Code of Regulations (amended April 21, 1988), filed as
Exhibit (3) to Form SE filed on March 18, 1993
(4)-1 First Supplemental Indenture, dated as of May 4, 1992, between
TRINOVA Corporation and NBD Bank, N.A., with respect to the
issuance of $75,000,000 aggregate principal amount of TRINOVA
Corporation 7.95% Notes Due 1997, filed as Exhibit (4)-1 Form SE
filed on May 6, 1992
(4)-2 7.95% Notes Due 1997, issued pursuant to the Indenture, dated as
of January 28, 1988, between TRINOVA Corporation and NBD Bank,
N.A. (formerly National Bank of Detroit), as supplemented by the
First Supplemental Indenture, dated as of May 4, 1992, between
TRINOVA Corporation and NBD Bank, N.A., filed as Exhibit (4)-2
to Form SE filed on May 6, 1992
(4)-3 Officers' Certificate of TRINOVA Corporation, dated May 4, 1992,
pursuant to Section 2.01 of the Indenture, dated as of January
28, 1988, between TRINOVA Corporation and NBD Bank, N.A.
(formerly National Bank of Detroit), as supplemented by the
First Supplemental Indenture, dated as of May 4, 1992, between
TRINOVA Corporation and NBD Bank, N.A., filed as Exhibit (4)-3
to Form SE filed on May 6, 1992
(4)-4 Rights Agreement, dated January 26, 1989, between TRINOVA
Corporation and First Chicago Trust Company of New York filed as
Exhibit (2) to Form 8-A filed on January 27, 1989, as amended by
the First Amendment to Rights Agreement filed as Exhibit (5) to
Form 8 filed on July 1, 1992
(4)-5 Form of Share Certificate for Common Shares, $5 par value, of
TRINOVA Corporation, filed as Exhibit (4)-2 to Form SE filed on
July 1, 1992
(4)-6 Fiscal Agency Agreement, dated as of October 26, 1987, between
TRINOVA Corporation, as Issuer, and Bankers Trust Company, as
Fiscal Agent, with respect to $100,000,000 aggregate principal
amount of TRINOVA Corporation 6% Convertible Subordinated
Debentures Due 2002, filed as Exhibit (4)-1 to Form SE filed on
March 18, 1993
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(4)-7 Indenture, dated as of January 28, 1988, between TRINOVA
Corporation and NBD Bank, N.A. (formerly National Bank of
Detroit), with respect to the issuance of $50,000,000 aggregate
principal amount of TRINOVA Corporation 9.55% Senior Sinking
Fund Debentures Due 2018, and the issuance of $75,000,000
aggregate principal amount of TRINOVA Corporation 7.95% Notes
Due 1997, filed as Exhibit (4)-2 to Form SE filed on March 18,
1993
*(10)-1 TRINOVA Corporation Plan for Optional Deferment of Directors'
Fees (Restated January 25, 1990), filed as Exhibit (10)-2 to
Form SE filed on March 20, 1990
*(10)-2 TRINOVA Corporation Directors' Retirement Plan (Restated
January 1, 1990), filed as Exhibit (10)-3 to Form SE filed on
March 20, 1990
*(10)-3 Aeroquip Corporation Incentive Compensation Plan, filed as
Exhibit (10)-4 to Form SE filed on March 20, 1990
*(10)-4 Vickers, Incorporated Incentive Compensation Plan, filed as
Exhibit (10)-5 to Form SE filed on March 20, 1990
*(10)-5 TRINOVA Corporation Supplemental Benefit Plan (Restated January
1, 1989), filed as Exhibit (19)-1 to Form SE filed on November
6, 1992
*(10)-6 TRINOVA Corporation 1982 Stock Option Plan, filed as Exhibit
(10)-1 to Form SE filed on March 18, 1993
*(10)-7 TRINOVA Corporation 1984 Incentive Compensation Plan, filed as
Exhibit (10)-2 to Form SE filed on March 18, 1993
*(10)-8 TRINOVA Corporation 1987 Stock Option Plan, filed as Exhibit
(10)-3 to Form SE filed on March 18, 1993
*(10)-9 Change in Control Agreement for Officers, filed as Exhibit (10)-
4 to Form SE filed on March 18, 1993 (the Agreements executed by
the Company and various executive officers of the Company are
identical in all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the identity of
the officers and the dates of execution, and as to other
variations directly necessitated by said differences)
*(10)-10 Change in Control Agreement for Non-officers, filed as Exhibit
(10)-5 to Form SE filed on March 18, 1993 (the Agreements
executed by the Company and various non-officer employees of the
Company are identical in all respects to the form of Agreement
filed as an Exhibit to Form SE except as to differences in the
identity of the employees and the dates of execution, and as to
other variations directly necessitated by said differences)
*(10)-11 TRINOVA Corporation 1994 Stock Incentive Plan, filed as Appendix
A to the proxy statement for the annual meeting to be held on
April 21, 1994 (such Plan is subject to shareholder approval at
such annual meeting)
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(99(i))-1 Revolving Credit Agreements, dated as of September 30, 1992,
between TRINOVA Corporation and The Bank of Tokyo Trust Company,
Chemical Bank, Citicorp U.S.A, Dresdner Bank AG, The First
National Bank of Chicago, Morgan Guaranty Trust Company of New
York, J. P. Morgan Delaware, NBD Bank, N.A. and Union Bank of
Switzerland, filed as Exhibit (4)-1 to Form SE filed on November
6, 1992 (The Agreements executed by the Company and the various
banks are identical in all respects to the form of Agreement
filed as an Exhibit hereto except as to differences in the
identity of the bank and the amount of the commitment [each as
indicated in Exhibit A to the Agreement filed herewith] and
other variations directly necessitated by said differences)
The following exhibits are filed hereunder; and those exhibits
marked with an asterisk (*) (together with those so marked on page 13) are
management contracts or compensatory plans or arrangements required to be
filed as exhibits pursuant to Item 14(c) of this report:
(3) Amended Articles of Incorporation (amended January 26, 1989)
*(10) TRINOVA Corporation 1989 Non-Employee Directors' Equity Plan
(11) Statement re: Computation of Per Share Earnings
(13) Portions of the 1993 Annual Report to Security Holders (to the
extent incorporated by reference hereunder)
(21) Subsidiaries of the Registrant
(23)-1 Consent of Independent Auditors
(23)-2 Consent of Independent Auditors
(24) Powers of Attorney
(99(i)) TRINOVA Corporation Directors' Charitable Award Program
(b) TRINOVA did not file any reports on Form 8-K during the fourth
quarter of 1993.
(c) The exhibits which are listed under Item 14(a)(3) are filed or
incorporated by reference hereunder.
(d) The financial statement schedules which are listed under Item 14(a)(2)
are filed hereunder.
-15-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
TRINOVA CORPORATION (Registrant)
By: /S/ DARRYL F. ALLEN
Darryl F. Allen
Director, Chairman of the Board,
President and Chief Executive Officer
Date: March 18, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/S/ DARRYL F. ALLEN
Darryl F. Allen 3/18/94
Director, Chairman of the (Date)
Board, President and Chief
Executive Officer
(Principal Executive Officer)
/S/ DAVID M. RISLEY
David M. Risley 3/18/94
Vice President - Finance (Date)
and Chief Financial Officer
(Principal Financial Officer)
/S/ GREGORY R. PAPP
Gregory R. Papp 3/18/94
Corporate Controller
(Principal Accounting Officer)
PURDY CRAWFORD*
Purdy Crawford* 3/18/94
Director (Date)
-16-
DELMONT A. DAVIS*
Delmont A. Davis* 3/18/94
Director (Date)
DAVID R. GOODE*
David R. Goode* 3/18/94
Director (Date)
PAUL A. ORMOND*
Paul A. Ormond* 3/18/94
Director (Date)
JOHN P. REILLY*
John P. Reilly* 3/18/94
Director (Date)
ROBERT H. SPILMAN*
Robert H. Spilman* 3/18/94
Director (Date)
WILLIAM R. TIMKEN, JR.*
William R. Timken, Jr.* 3/18/94
Director (Date)
*By James E. Kline, Attorney-in-fact
/S/ JAMES E. KLINE
James E. Kline 3/18/94
Vice President and General Counsel (Date)
-17-
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Other Changes -
CLASSIFICATION Beginning Additions Add (Deduct) - Balance at
of Period at Cost Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1993
Land $ 16,920 $ 240 $ 1,174 $ 80 -B $ 15,712
(354) -C
Land improvements 5,724 39 762 126 -B 5,017
(110) -C
Buildings 190,458 5,623 13,372 3,894 -B 182,054
(4,549) -C
Machinery and equipment 582,977 47,611 42,283 16,819 -B 591,219
(13,905) -C
-------- -------- -------- -------- --------
796,079 53,513 57,591 2,001 794,002
Construction in progress 30,677 1,615 -A - 246 -B 32,098
(440) -C
-------- -------- -------- -------- --------
$826,756 $ 55,128 $ 57,591 $ 1,807 $826,100
======== ======== ======== ======== ========
<FN>
Note A - Represents net change in construction in progress
Note B - Aeroquip Inoac joint venture consolidated in 1993; previously
accounted for by the equity method
Note C - Currency translation adjustments
-18-
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Other Changes -
CLASSIFICATION Beginning Additions Add (Deduct) - Balance at
of Period at Cost Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1992
Land $ 17,366 $ 20 $ 66 $ (400) -B $ 16,920
Land improvements 5,597 181 4 (50) -B 5,724
Buildings 185,156 10,885 1,280 (4,303) -B 190,458
Machinery and equipment 566,414 59,494 29,222 (13,709) -B 582,977
-------- -------- -------- -------- --------
774,533 70,580 30,572 (18,462) 796,079
Construction in progress 49,745 (18,302) -A - (310) -B 30,677
(456) -C
-------- -------- -------- -------- --------
$824,278 $ 52,278 $ 30,572 $(19,228) $826,756
======== ======== ======== ======== ========
<FN>
Note A - Represents net change in construction in progress
Note B - Currency translation adjustments
Note C - Reclassification
-19-
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Other Changes -
CLASSIFICATION Beginning Additions Add (Deduct) - Balance at
of Period at Cost Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1991
Land $ 19,786 $ 312 $ 2,486 $ (246) -B $ 17,366
Land improvements 5,606 208 151 (66) -B 5,597
Buildings 183,550 16,054 11,915 (2,533) -B 185,156
Machinery and equipment 607,420 53,005 86,445 (7,566) -B 566,414
-------- -------- -------- -------- --------
816,362 69,579 100,997 (10,411) 774,533
Construction in progress 33,527 16,787 -A - (569) -B 49,745
-------- -------- -------- -------- --------
$849,889 $ 86,366 $100,997 $(10,980) $824,278
======== ======== ======== ======== ========
<FN>
Note A - Represents net change in construction in progress
Note B - Currency translation adjustments
-20-
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Additions Other Changes -
CLASSIFICATION Beginning Charged to Costs Add (Deduct) - Balance at
of Period and Expense Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1993
Land improvements $ 2,969 $ 197 $ 748 $ 35 -A $ 2,385
(68) -B
Buildings 66,947 7,338 4,386 626 -A 68,412
(2,113) -B
Machinery and equipment 351,297 54,267 32,658 4,438 -A 368,484
(8,860) -B
-------- -------- -------- -------- --------
$421,213 $ 61,802 $ 37,792 $ (5,942) $439,281
======== ======== ======== ======== ========
<FN>
Note A - Aeroquip Inoac joint venture consolidated in 1993; previously
accounted for by the equity method
Note B - Currency translation adjustments
-21-
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Additions Other Changes -
CLASSIFICATION Beginning Charged to Costs Add (Deduct) - Balance at
of Period and Expenses Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1992
Land improvements $ 2,719 $ 213 $ 3 $ 40 -A $ 2,969
Buildings 61,045 7,652 606 (1,144) -A 66,947
Machinery and equipment 325,990 54,377 21,765 (7,305) -A 351,297
-------- -------- -------- -------- --------
$389,754 $ 62,242 $ 22,374 $ (8,409) $421,213
======== ======== ======== ======== ========
<FN>
Note A - Currency translation adjustments
-22-
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Balance at Additions Other Changes -
CLASSIFICATION Beginning Charged to Costs Add (Deduct) - Balance at
of Period and Expenses Retirements Describe End of Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1991
Land improvements $ 2,481 $ 263 $ 68 $ 43 -A $ 2,719
Buildings 58,499 7,392 4,532 (314) -A 61,045
Machinery and equipment 321,704 54,324 45,994 (4,044) -A 325,990
-------- -------- -------- -------- --------
$382,684 $ 61,979 $ 50,594 $ (4,315) $389,754
======== ======== ======== ======== ========
<FN>
Note A - Currency translation adjustments
-23-
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------
ADDITIONS
Balance at (1) (2) Balance
DESCRIPTION Beginning Charged to Costs Charged to Other Deductions at End of
of Period and Expenses Accounts-Describe Describe Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1993
Deducted from asset accounts:
Allowance for doubtful accounts $ 13,705 $ 3,318 $ - $ 3,486 -A $ 13,537
Deferred tax valuation allowance 30,441 2,283 - 2,762 -B 29,962
<FN>
Note A - Doubtful accounts charged off
Note B - Currency translation adjustments
-24-
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------
ADDITIONS
Balance at (1) (2) Balance
DESCRIPTION Beginning Charged to Costs Charged to Other Deductions at End of
of Period and Expenses Accounts-Describe Describe Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1992
Deducted from asset accounts:
Allowance for doubtful accounts $ 13,821 $ 3,628 $ - $ 3,744 -A $ 13,705
Deferred tax valuation allowance 29,012 -B 3,048 - 1,619 -C 30,441
<FN>
Note A - Doubtful accounts charged off
Note B - Valuation allowance recorded effective January 1, 1992 in accordance
with adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes"
Note C - Currency translation adjustments
-25-
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------
ADDITIONS
Balance at (1) (2) Balance
DESCRIPTION Beginning Charged to Costs Charged to Other Deductions at End of
of Period and Expenses Accounts-Describe Describe Period
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1991
Deducted from asset accounts:
Allowance for doubtful accounts $ 13,070 $ 3,298 $ - $ 2,547 -A $ 13,821
<FN>
Note A - Doubtful accounts charged off
-26-
SCHEDULE IX - SHORT-TERM BORROWINGS
TRINOVA CORPORATION
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Maximum Amount Average Amount Weighted-Average
CATEGORY OF AGGREGATE Balance at Weighted-Average Outstanding Outstanding Interest Rate
SHORT-TERM BORROWINGS End of Period Interest Rate During Period During Period During Period
Note C Note D
- -----------------------------------------------------------------------------------------------------------------------
(In Thousands)
YEAR ENDED DECEMBER 31, 1993
Notes payable to banks - Note A $ 60,539 4.8% $113,791 $ 84,049 5.0%
Commercial paper - Note B - - 35,629 17,921 3.7
YEAR ENDED DECEMBER 31, 1992
Notes payable to banks - Note A $ 73,853 5.7% $170,245 $ 92,545 7.1%
Commercial paper - Note B 35,696 4.5 49,908 21,153 4.2
YEAR ENDED DECEMBER 31, 1991
Notes payable to banks - Note A $112,002 7.0% $120,624 $ 95,409 7.6%
Commercial paper - Note B 29,678 5.7 73,638 45,683 6.5
<FN>
Note A - Notes payable to banks represent borrowings maturing at various dates during the
succeeding year and borrowings under multicurrency, revolving credit agreements
with several U.S. and non-U.S. banks. The agreements are maintained to support
the Company's commercial paper borrowings and, to the extent not so utilized, to
provide short-term U.S. borrowings.
Note B - Commercial paper matures generally in periods less than six months from date of
issue with no provisions for the extension of its maturity.
Note C - The average amount outstanding was computed by dividing the sum of the monthly
weighted-average principal balances outstanding by the number of months.
Note D - The weighted-average interest rate during the period was computed by dividing
interest expense on short-term debt by average short-term debt outstanding.
-27-
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
TRINOVA CORPORATION
- -----------------------------------------------------------------------------
COL. A COL. B
- -----------------------------------------------------------------------------
Item Charged to Costs and Expenses
- -----------------------------------------------------------------------------
(In Thousands)
Year Ended December 31
--------------------------------------
1993 1992 1991
---- ---- ----
Maintenance and repairs $ 34,162 $ 37,644 $ 40,869
Taxes, other than payroll and
income taxes Note A Note A 17,480
Note A - Amounts for depreciation and amortization of intangible assets;
pre-operating cost and similar deferrals; taxes, other than payroll
and income taxes; royalties; and advertising costs are not
presented if such amounts are less than 1 percent of total sales
and revenues.