-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QXD2bi+8h+Bf8DwJ51xSXdeldZew7Viq8yA3UB9VuQkEfsOTpjb60hPg2qYW0Jfe F37cA4af9YXSSg8ixKb0NQ== 0000059198-94-000005.txt : 19940613 0000059198-94-000005.hdr.sgml : 19940613 ACCESSION NUMBER: 0000059198-94-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940610 EFFECTIVENESS DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINOVA CORP CENTRAL INDEX KEY: 0000059198 STANDARD INDUSTRIAL CLASSIFICATION: 3490 IRS NUMBER: 344288310 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54059 FILM NUMBER: 94533721 BUSINESS ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198672200 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD CO DATE OF NAME CHANGE: 19860814 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD GLASS CO DATE OF NAME CHANGE: 19681004 S-8 1 As filed with the Securities and Exchange Commission on June 10, 1994 Registration No. 33-_______ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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 Offices) (Zip Code) TRINOVA Corporation 1994 Stock Incentive Plan (Full title of the plan) James E. Kline Vice President and General Counsel TRINOVA Corporation 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) _____________________ [Cover page continued] -2- Calculation of Registration Fee ____________________________________________________________________________ Proposed maximum Title of Proposed maximum aggregate Amount of securities to Amount to be offering price offering registration be registered registered per unit (1) price (1) fee ____________________________________________________________________________ Common Shares, $5 par value per share 1,419,900 $34.375 $48,809,063 $16,831 ____________________________________________________________________________ (1) Computed solely for purposes of determining the registration fee pursuant to Rule 457 of Regulation C under the Securities Act of 1933, based upon the average of the high and low prices reported in the consolidated reporting system for transactions in the Common Shares on the New York Stock Exchange on June 6, 1994. ____________________ This registration statement, including exhibits, contains 20 pages. The Exhibit Index is located on pages 10 and 11. [End of cover page] -3- PART II Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this registration statement the following documents filed by TRINOVA Corporation ("TRINOVA") with the Securities and Exchange Commission (File No. 1-924) pursuant to the Securities Exchange Act of 1934: (a) Annual Report on Form 10-K for the year ended December 31, 1993. (b) Quarterly Report on Form 10-Q for the three months ended March 31, 1994. (c) Description of TRINOVA Common Share Rights contained in Registration Statement on Form 8-A filed January 27, 1989. (d) The most recent description of TRINOVA Common Shares contained in a registration statement filed under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents filed by TRINOVA and the Plan with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this registration statement have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. All information appearing in this registration statement is qualified in its entirety by the detailed information and financial statements (including the notes thereto) appearing in the documents incorporated by reference. Item 4. Description of Securities. The Common Shares, $5 par value, of TRINOVA to be offered under the Plan are registered under Section 12 of the Securities Exchange Act of 1934. Notwithstanding such registration and the description of the Common Shares incorporated by reference in Item 3 hereof, TRINOVA has elected to describe the Common Shares under this Item 4 as follows: -4- TRINOVA's Amended Articles of Incorporation, as currently in effect, authorize the issuance of 100,000,000 Common Shares, par value $5 per share, and 4,000,000 shares of Serial Preferred Stock without par value. The Amended Articles of Incorporation currently fix two series of Serial Preferred Stock and authorize the Board of Directors of TRINOVA to designate other series and to fix certain rights, powers and preferences of any such other series, including dividend and conversion rights, liquidation preferences, and sinking fund and redemption provisions. No shares of Serial Preferred Stock are currently outstanding. Subject to the preferential rights of holders of Serial Preferred Stock and to restrictions in certain debt agreements to which TRINOVA is a party, the holders of Common Shares are entitled to receive such dividends as the Board may from time to time declare from funds legally available for that purpose. The holders of Common Shares and any holders of Serial Preferred Stock, voting together as one class, are entitled to one vote for each share upon all matters presented generally to shareholders. Holders of Serial Preferred Stock also have certain special class voting rights in the event of certain dividend defaults or certain fundamental changes that could adversely affect holders of the Serial Preferred Stock. The holders of Common Shares have no preemptive rights to purchase or have offered to them for purchase any Common Shares that TRINOVA may from time to time issue and offer for sale for any purpose. The Common Shares described herein will be, when sold, legally issued, fully paid and nonassessable. Certificates for the Common Shares currently also evidence certain share purchase rights (the "Rights"), which will be exercisable only upon the happening of such events and only for such securities and on such terms and conditions as described in a Rights Agreement between TRINOVA and First Chicago Trust Company of New York dated as of January 26, 1989, as amended by the First Amendment to Rights Agreement dated as of July 1, 1992. The Rights Agreement contains certain provisions that could be contrary to the interests of persons holding or attempting to acquire 20% or more of the Common Shares and thus could deter a takeover attempt. A copy of the Rights Agreement was filed with the Securities and Exchange Commission on January 27, 1989 as an exhibit to a Registration Statement on Form 8-A. A copy of the First Amendment to Rights Agreement was filed with the Securities and Exchange Commission on July 1, 1992 as an exhibit to Amendment No. 1 to Form 8-A on Form 8. Item 6. Indemnification of Directors and Officers. Under Article IV of the Amended Code of Regulations of TRINOVA, by authority of Section 1701.13(E) of the Ohio Revised Code, TRINOVA 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 TRINOVA provided that they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of TRINOVA and, for certain claims, that certain other determinations have been made. A copy of the Amended Code of Regulations was filed with the Securities and Exchange Commission on March 18, 1994 as an exhibit to a Form SE. 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. -5- TRINOVA 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 TRINOVA 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 TRINOVA securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934. Item 8. Exhibits. The following exhibits are incorporated herein by reference: (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 -6- (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 The following exhibits are filed herewith: (5) Opinion and consent of James M. Oathout, Esq. concerning the legality of the securities being registered with respect to original issuance securities. (23) Consent of Independent Auditors (24) Powers of Attorney Item 9. Undertakings. 1. The Registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) 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; (3) 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 (1) and (2) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. b. That, for the purpose of determining any liability under the Securities Act of 1933, 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. -7- c. 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. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange 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 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. -8- SIGNATURES The Registrant. 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 June 10, 1994. TRINOVA CORPORATION By /S/ DARRYL F. ALLEN Darryl F. Allen - Director, 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 and on the date indicated. /S/ DARRYL F. ALLEN Darryl F. Allen 6/10/94 Director, Chairman of the (Date) Board, President and Chief Executive Officer (Principal Executive Officer) /S/ DAVID M. RISLEY David M. Risley 6/10/94 Vice President - Finance (Date) and Chief Financial Officer (Principal Financial Officer) /S/ GREGORY R. PAPP Gregory R. Papp 6/10/94 Corporate Controller (Principal Accounting Officer) PURDY CRAWFORD* Purdy Crawford* 6/10/94 Director (Date) -9- DELMONT A. DAVIS* Delmont A. Davis* 6/10/94 Director (Date) DAVID R. GOODE* David R. Goode* 6/10/94 Director (Date) PAUL A. ORMOND* Paul A. Ormond* 6/10/94 Director (Date) JOHN P. REILLY* John P. Reilly* 6/10/94 Director (Date) ROBERT H. SPILMAN* Robert H. Spilman* 6/10/94 Director (Date) WILLIAM R. TIMKEN, JR.* William R. Timken, Jr.* 6/10/94 Director (Date) *By James E. Kline, Attorney-in-fact /S/ JAMES E. KLINE James E. Kline 6/10/94 Vice President and General Counsel (Date) EX-99 2 EXHIBIT INDEX -10- EXHIBIT INDEX Exhibit Page (4)-1 First Supplemental Indenture, dated as of Incorporated herein May 4, 1992, between TRINOVA Corporation by reference 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 Incorporated herein the Indenture, dated as of January 28, by reference 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 Incorporated herein Corporation, dated May 4, 1992, pursuant by reference 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, Incorporated herein between TRINOVA Corporation and First by reference 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 Incorporated herein Shares, $5 par value, of TRINOVA herein by reference Corporation, filed as Exhibit (4)-2 to Form SE filed on July 1, 1992 (4)-6 Fiscal Agency Agreement, dated as of Incorporated herein October 26, 1987, between TRINOVA by reference 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 -11- (4)-7 Indenture, dated as of January 28, 1988, Incorporated herein between TRINOVA Corporation and NBD Bank, by reference 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 (5) Opinion and consent of James M. Oathout, 12 Esq. concerning the legality of the securities being registered with respect to original issuance securities. (23) Consent of Independent Auditors 13 (24) Powers of Attorney 14 - 20 EX-5 3 -12- EXHIBIT (5) June 10, 1994 TRINOVA Corporation 3000 Strayer P.O. Box 50 Maumee, Ohio 43537-0050 Gentlemen: I am the Secretary and Associate General Counsel of TRINOVA Corporation ("TRINOVA"), and have acted in such capacity in connection with the preparation and filing by TRINOVA of a Registration Statement (the "Registration Statement") on Form S-8 of the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance and sale from time to time by TRINOVA of its Common Shares of the par value of $5 per share ("Common Shares") under the TRINOVA Corporation 1994 Stock Incentive Plan (the "Plan"). I, or attorneys under my supervision, have examined: (a) the Registration Statement, being filed today under the Act; (b) a copy of the Plan as adopted by TRINOVA's Board of Directors on January 27, 1994 and approved by TRINOVA's shareholders on April 21, 1994; (c) TRINOVA's Amended Articles of Incorporation, TRINOVA's Amended Code of Regulations, as amended, and a recent certificate of the Secretary of State of the State of Ohio as to the corporate status of TRINOVA. I, or attorneys under my supervision, have also made such an investigation of law and a review of other proceedings and records of TRINOVA and other instruments and documents with respect to the adoption and approval of the Plan as we deem necessary to express the opinions hereinafter stated. In my opinion, any Common Shares to be sold as original issuance securities pursuant to the Plan will be, when issued and sold in accordance with the Plan, duly authorized, validly issued, fully paid and non-assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ JAMES M. OATHOUT James M. Oathout Secretary and Associate General Counsel EX-23 4 -13- EXHIBIT (23) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TRINOVA Corporation 1994 Stock Incentive Plan of our report dated January 26, 1994, with respect to the consolidated financial statements and schedules of TRINOVA Corporation and subsidiaries included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG ERNST & YOUNG Toledo, Ohio June 10, 1994 EX-24 5 -14- EXHIBIT (24) DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ PURDY CRAWFORD Purdy Crawford Director cjk/wp -15- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ DELMONT A. DAVIS Delmont A. Davis Director cjk/wp -16- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ DAVID R. GOODE David R. Goode Director cjk/wp -17- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ PAUL A. ORMOND Paul A. Ormond Director cjk/wp -18- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ JOHN P. REILLY John P. Reilly Director cjk/wp -19- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ ROBERT H. SPILMAN Robert H. Spilman Director cjk/wp -20- DIRECTOR OF TRINOVA CORPORATION FORM S-8 REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director of TRINOVA Corporation, an Ohio corporation ("TRINOVA"), does hereby constitute and appoint Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to a Registration Statement on Form S-8 with respect to the registration under the Securities Act of 1933 by TRINOVA of its Common Shares of the par value of $5 per share to be offered under the TRINOVA Corporation 1994 Stock Incentive Plan and to any and all amendments, documents and exhibits in connection therewith, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on this 24th day of May, 1994. /S/ W. R. TIMKEN, JR. W. R. Timken, Jr. Director cjk/wp -----END PRIVACY-ENHANCED MESSAGE-----