1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 29, 1996 TRINOVA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 1-924 34-4288310 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3000 Strayer, Maumee, Ohio 43537 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 867-2200 This document, including exhibits, contains 107 pages. The cover page consists of 1 page. The Exhibit Index is located on page 4. 2 -2- TRINOVA CORPORATION Item 5. Other Events In connection with its shelf registration on Form S-3 (No. 333-1709) of debt securities in the aggregate principal amount of $175,000,000, TRINOVA Corporation ("the Company") has entered into an Underwriting Agreement (the "Underwriting Agreement") dated as of May 29, 1996 with Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc. (collectively, the "Underwriters"). Upon the terms and subject to the conditions contained in the Underwriting Agreement, the Underwriters have agreed to purchase, and the Company has agreed to sell 7.875% Notes Due June 1, 2026 in the aggregate principal amount of $100,000,000 (the "Notes") to be issued under the Indenture (the "Indenture") dated as of May 1, 1996 with NBD Bank, N.A. as trustee. Pursuant to the Underwriting Agreement, the Notes are to be issued on June 3, 1996 or such other date as the Company and the Underwriters may agree. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. None (b) Pro Forma Financial Information. None (c) Exhibits The following exhibits are filed as part of this report: (1) Underwriting Agreement (4)-1 Form of Notes (4)-2 Indenture (12) Statement re computation of ratio of earnings to fixed charges. 3 -3- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRINOVA CORPORATION /s/ James E. Kline Date: June 3, 1996 By:____________________________________ James E. Kline Vice President and General Counsel 4 -4- EXHIBIT INDEX ------------- Exhibit No. - ----------- (1) Underwriting Agreement (4)-1 Form of Notes (4)-2 Indenture (12) Statement re computation of ratio of earnings to fixed charges