-----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, MyzE0sO6PIY6SeoJxl33cUT7v7vgIeZ1hM3e4ABOMiwMGmcassjlO+nr7yZmNTdq dF5ucgh0KDMkXDmxyRJwnA== 0000059198-94-000009.txt : 19940701 0000059198-94-000009.hdr.sgml : 19940701 ACCESSION NUMBER: 0000059198-94-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00924 FILM NUMBER: 94536256 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 11-K 1 FORM 11-K - VICKERS FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 Commission file no. 1-924 A. Full title of the plan: VICKERS, INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TRINOVA CORPORATION 3000 Strayer Maumee, Ohio 43537-0050 This document, including exhibits, contains 30 pages. The cover page is located on page 1. The Exhibit Index is located on page 29. REQUIRED INFORMATION The following financial statements are furnished for the Vickers, Incorporated Retirement Savings and Profit Sharing Plan: Page Report of Independent Auditors 3 Statements of Net Assets Available for Plan Benefits 4 Statements of Changes in Net Assets Available for Plan Benefits 5 Notes to Financial Statements 6 Exhibit The following exhibit is filed herewith: Exhibit Number (1) Consent of Independent Auditors SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. VICKERS, INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN By: /S/ WILLIAM R. AMMANN William R. Ammann Vice President - Administration and Treasurer June 28, 1994 TRINOVA Corporation -2- REPORT OF INDEPENDENT AUDITORS Administrative Committee Vickers, Incorporated Retirement Savings and Profit Sharing Plan We have audited the accompanying statements of net assets available for plan benefits of the Vickers, Incorporated Retirement Savings and Profit Sharing Plan as of December 31, 1993 and 1992 and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. /S/ ERNST & YOUNG Toledo, Ohio June 17, 1994 -3- STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS VICKERS, INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN December 31 1993 1992 ASSETS Contributions receivable from employer $ 1,394,488 $ 1,665,022 Contributions receivable from employees 449,286 212,732 Loans receivable from plan participants 3,546,542 3,399,238 Value of interest in Master Trust - Note 6 Fixed Income Fund 85,191,714 79,483,346 Vanguard Mutual Funds 22,461,451 14,915,595 Multi-Asset Fund 17,107,184 13,833,693 TRINOVA Stock Fund 4,221,572 3,025,276 Government Securities Fund 2,211,603 1,506,746 131,193,524 112,764,656 TOTAL ASSETS 136,583,840 118,041,648 LIABILITY Accrued benefit payments to participants 680,775 NET ASSETS AVAILABLE FOR PLAN BENEFITS $136,583,840 $17,360,873 =========== =========== See accompanying notes -4- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS VICKERS INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN
December 31 1993 1992 1991 ADDITIONS Contributions by employees $10,027,404 $9,917,070 $8,653,175 Contributions by employer 5,632,876 6,225,862 5,673,567 Net investment income Interest earned 6,391,666 6,249,117 6,641,566 Dividends received 985,426 597,278 185,415 Realized gains on sales of investments 742,448 549,530 2,459,435 Other - principally unrealized gains on investments 4,094,553 1,139,518 546,905 12,214,093 8,535,443 9,833,321 27,874,373 24,678,375 24,160,063 DEDUCTIONS Benefits paid to participants 8,296,769 8,353,515 10,477,799 Investment management fees 123,401 90,358 117,775 Other - principally net transfers to (from) affiliated benefit plans 231,236 124,726 (152,859) 8,651,406 8,568,599 10,442,715 NET ADDITIONS 19,222,967 16,109,776 13,717,348 Net assets available for plan benefits at beginning of year 117,360,873 101,251,097 87,533,749 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $136,583,840 $117,360,873 $101,251,097 =========== =========== =========== See accompanying notes
-5- NOTES TO FINANCIAL STATEMENT VICKERS, INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN DECEMBER 31, 1993 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accounting records of the Vickers, Incorporated Retirement Savings and Profit Sharing Plan (the Plan) are maintained on the accrual basis. Investment Valuation and Income Recognition Marketable securities are stated at aggregate fair value and are valued at the last sales price of the valuation period quoted by a national securities exchange. The guaranteed investment contracts are stated at contract value which approximates fair value. The difference between fair value and the cost of investments is reflected in the statement of changes in net assets available for plan benefits as unrealized gains (losses) on investments. Realized gains or losses on the sales of investments represent the differences between the proceeds received upon sale and the cost of investments sold, determined on an average cost basis. Investment management fees are paid by the Plan, while all other administrative expenses of the Plan are currently borne by the Plan's sponsor, Vickers, Incorporated (Vickers), a wholly-owned subsidiary of TRINOVA Corporation, (TRINOVA). Payment of Benefits Effective January 1, 1993 the Plan changed its method of accounting for benefits of employees who have withdrawn from participation in the Plan but have not yet been paid. This change was made to conform with new guidance in the American Institute of Certified Public Accountants Audit and Accounting Guide "Audits of Employee Benefit Plans." The cumulative effect of this change as of January 1, 1993 and the effect of the change on the 1993 financial statements was not material. NOTE 2 - DESCRIPTION OF PLAN The Plan is a defined contribution plan. Eligible participants generally include all employees of Vickers. However, bargaining unit employees are excluded unless the collective bargaining agreement specifically authorizes their participation. Co-op student employees, temporary employees, leased employees and employees classified as interns are also excluded from the Plan. Participants may contribute to the Plan on a pre-tax basis by salary reduction up to 15 percent of their annual compensation (in increments of 1 percent). Vickers will match participant pre-tax contributions dollar for dollar up to the first 3 percent, and 50 percent of the next 2 percent, of -6- NOTE 2 - DESCRIPTION OF PLAN (Continued) each participant's annual compensation. Participants may also contribute up to 10 percent of their annual compensation to the Plan on an after-tax basis, provided that pre-tax contributions have met the limit allowable under IRS regulations. Vickers also makes an annual profit-sharing contribution to the Plan based upon the return on net assets achieved by Vickers. All eligible participants receive a minimum profit-sharing allocation of 1 percent of annual compensation up to the Social Security wage base and 1.5 percent of annual compensation in excess of the Social Security wage base regardless of their level of elective deferrals. The total amount contributed on behalf of each eligible participant is subject to calendar-year limits of the Internal Revenue Code, which are indexed and adjusted for changes in the cost of living. Participants have an immediate and fully-vested interest in the portion of the Plan accounts represented by their pre-tax and voluntary after-tax contributions to the Plan, including any earnings on these amounts. Vickers' profit-sharing allocations and matching contributions, as well as earnings thereon, vest after five years of service. If a participant has less than five years of service and employment ends for a reason other than retirement, disability or death, the participant forfeits the unvested portion of the account if he or she takes distribution of the vested portion of the account.If that participant resumes employment within the next five years following the date on which termination occurs, and repays to the Plan the full amount of the distribution, the participant's account will be restored to the amount on the date of distribution. Forfeited balances are used to reduce Vickers' future contributions. Each participant individually directs his or her contributions and Vickers' contributions, except for 25 percent of Vickers' profit-sharing contribution, into one or more of the following investment funds (in multiples of 10 percent). Twenty-five percent of each participant's profit-sharing allocation is automatically invested in the TRINOVA Stock Fund. (1) TRINOVA Stock Fund, selected by 3,292 and 3,396 participants at December 31, 1993 and 1992, respectively, is invested in TRINOVA common stock. Cash dividends paid on shares held by the Trust are used to purchase additional shares for participant accounts. Twenty-five percent of each participant's profit-sharing allocation is automatically invested in the TRINOVA Stock Fund until distribution to the participant or until the participant reaches age 55. After age 55, the participant has the option to redirect the investment of the 25 percent portion from the TRINOVA Stock Fund into any of the other available funds. Participants may elect to have additional amounts over Vickers' 25 percent profit- sharing contribution invested in the TRINOVA Stock Fund. TRINOVA common stock is acquired in open market purchases at fair market value. (2) Fixed Income Fund, selected by 3,401 and 3,614 participants at December 31, 1993 and 1992, respectively, is invested in insurance company investment contracts, bank investment contracts and their -7- NOTE 2 - DESCRIPTION OF PLAN (Continued) equivalent. These contracts have a specified interest rate for a period of one to five years. Approximately every three months, Vickers announces the interest rate which will be paid on all monies that are in the Fixed Income Fund. This interest rate is a single blended rate of the interest rates being paid on each of the contracts in force during that period. New contracts are negotiated with insurance companies or financial institutions rated AA+ by Standard and Poors or its equivalent and have a maximum average contract life of five years. (3) Multi-Asset Fund, selected by 1,571 and 1,596 participants at December 31, 1993 and 1992, respectively, is invested in nine major world capital classes, including stocks and bonds of U.S. and international companies, venture capital, real estate and cash equivalents. Brinson Partners, Inc. is the investment manager of the Multi-Asset Fund. (4) Government Securities Fund, selected by 530 and 509 participants at December 31, 1993 and 1992 respectively, is invested in fixed income securities issued or guaranteed by the U.S. Government, or its agents or instrumentalities. These securities include U.S. Treasury bills, notes and bonds. The Government Securities Fund seeks to provide a high level of current income, consistent with the preservation of capital. Ryan Labs., Inc. is the investment manager of the Government Securities Fund. (5) Vanguard Funds, selected by 1,626 participants at December 31, 1993 and 1992 respectively, is managed by The Vanguard Group of Investment Companies. There are four individual mutual funds in which participants may invest: (a) Vanguard Index Trust - 500 Portfolio Fund (Index Fund): Money in the Index Fund is invested in stocks of the companies which make up the Standard & Poor's 500 Composite Stock Price Index. The objective of the Index Fund is to match the performance of the Standard & Poor's 500 Index. (b) Vanguard/Windsor II Fund (Windsor II Fund): Money in the Windsor II Fund is invested in stocks which, in the opinion of the fund's investment manager, are undervalued in the marketplace. The stocks held in the Windsor II Fund tend to offer above-average dividend yields and will normally have below-average price-to earnings ratios and below- average price-to-book value ratios relative to the stock market in general. (c) Vanguard/Morgan Growth Fund (Morgan Growth Fund): Money in the Morgan Growth Fund is invested primarily in stocks of "established growth" companies. The companies will normally be medium and larger size companies with above-average growth in sales and earnings over extended periods. (d) Vanguard - International Growth Portfolio Fund (International Growth Fund): Money in the International Growth Fund is invested in non- U.S. stocks that have been selected for their growth potential. The International Growth Fund tends to be widely diversified both geographically and in terms of size of companies. -8- NOTE 2 - DESCRIPTION OF PLAN (Continued) Effective April 1, 1994, the Plan was merged into the TRINOVA Corporation Retirement Savings and Profit-Sharing Plan (formerly known as the TRINOVA Corporation Retirement Savings and Profit Sharing Plan for Corporate Employees). Hazlehurst and Associates was terminated as recordkeeper of the plan assets and The Vanguard Group was added as trustee and recordkeeper. Participants will be able to participate in three new investment funds; the Vanguard Star Fund, the Vanguard Fixed Income Securities-Long Term Corporate Portfolio, and the Vanguard Money Market Reserves - U.S. Treasury Portfolio. The Multi-Asset Fund and Government Securities Fund options were terminated March 31, 1994 and assets held under these options were transferred to the Vanguard Star and Vanguard Money Market Reserve-U.S. Treasury Portfolio Funds, respectively. Investment directions will be made in 1 percent increments. Participants of the Plan have general purpose and home loans available. The minimum loan permitted is $1,000. Under a general purpose or home loan, a participant may borrow up to the lesser of one-half of his or her vested account balances or the total of his or her pre-tax, match and roll-in contributions to the Plan, up to a maximum of $50,000. In no event may the aggregate amount of loans exceed $50,000. All loans will be repaid to the Plan in equal installments through payroll deductions over a period up to five years for general purpose and twenty years for home loans. Interest is charged at a reasonable rate, as determined by the Administrative Committee. Vickers reserves the right to amend, modify or terminate the Plan at any time. NOTE 3 - BENEFITS A participant is entitled to the benefit provided by the contributions and income thereon (including realized and unrealized gains and losses) allocated to the participant's account. Upon termination of employment due to retirement, total and permanent disability or death, a participant or his or her spousal beneficiary will be entitled to receive distribution of the participant's entire account without regard to the Plan's vesting rules: (i) in one lump sum amount; or (ii) in monthly installments of a fixed amount or over a specified period of time in an amount of at least $100 per month. Distribution payments to non- spousal beneficiaries will be made in a lump sum only. If the value of a participant's account is less than $3,500, the Plan Administrator will distribute the participant's entire interest in one lump sum payment. -9- NOTE 3 - BENEFITS (Continued) Withdrawals of pre-tax contributions and Vickers' profit-sharing and matching contributions during a participant's employment are not permitted prior to age 59-1/2, unless the participant can show financial hardship for which he or she has no other available resources. Such situations are limited to: (i) certain medical expenses; (ii) payment of tuition and related educational fees for post-secondary education for the next year; (iii) costs related to the purchase of a principal residence; or (iv) payments necessary to avoid eviction from, or a foreclosure on the mortgage of, the participant's principal residence. The following is a reconciliation of net assets available for plan benefits shown in the financial statements to the amounts included in Form 5500: December 31 1993 Net assets available for plan benefits per financial statements $136,583,840 Less: Amount allocated to withdrawing participants 600,050 Net assets available for plan benefits per the Form 5500 $135,983,790 =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1993 Benefits paid to participants per the financial statements $ 8,296,769 Add: Amounts allocated to withdrawing participants at December 31, 1993 600,050 Benefits paid to participants per the Form 5500 $ 8,896,819 ========== Amounts allocated to withdrawing particpants are recorded on the Form 5500 for benefit claims that have been processed and approved prior to December 31 but not yet paid as of that date. NOTE 4 - INCOME TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service as to the tax qualified status of the Plan under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to Federal income tax. This letter does not express an opinion as to whether the Plan satisfies the provisions of the Tax Reform Act of 1986. Such a letter will be requested. Vickers believes that the Plan is in operational compliance with the Internal Revenue Code of 1986 and will remain qualified and exempt from Federal income taxes. -10- NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS A proportionate amount of any withdrawal during employment from a participant's Plan account attributable to after-tax, voluntary contributions after 1986 will be treated as a distribution of earnings on such contributions, and the remaining amount of the withdrawal will be considered a return of the participant's after-tax, voluntary contributions. After-tax voluntary contributions made prior to 1987 may be withdrawn in whole or in part without their applicable earnings. The amount considered as a return of the participant's after-tax, voluntary contributions will not be subject to Federal income tax. However, the amount withdrawn that constitutes earnings on after-tax, voluntary contributions and any amount withdrawn during employment from a participant's Plan account attributable to pre-tax salary reduction contributions and Vickers' matching contributions will be subject to Federal income tax at ordinary income tax rates and may be subject to an additional excise tax, as described below. The amount of a distribution received in a lump sum equal to a participant's after-tax, voluntary contributions not previously withdrawn due to retirement, death, total and permanent disability, or termination of employment for any other reason is not subject to Federal income tax. The amount of the lump sum distribution in excess of a participant's after-tax, voluntary contributions not previously withdrawn is subject to Federal income tax at ordinary income tax rates. However, the taxable portion of a qualifying lump sum distribution may be eligible under certain circumstances for special ten-year or five-year averaging or capital gains treatment. Whether a lump sum distribution qualifies for special ten-year or five-year averaging or capital gains treatment depends upon, among other things, the participant's age, employment status, and dates of participation in the Plan. If a participant receives TRINOVA common stock as part of a lump sum distribution, the excess, if any, of the fair market value of the common stock over the cost of the common stock is not subject to Federal income tax at the time of distribution but generally will be subject to Federal income tax upon any subsequent disposition of the common stock. However, a participant may elect, on the tax return on which the distribution is required to be included, not to have such excess excluded from Federal income tax in the year of distribution, in which case the excess will be taxed in that year. If a distribution is made in installments, then the pro rata portion of each installment attributable to a participant's after-tax, voluntary contributions not previously withdrawn is not subject to Federal income tax, and the remaining portion is taxed at ordinary Federal income tax rates. Any lump sum distribution that a participant received from the Plan will generally be subject to mandatory tax withholding. The Plan will withhold 20 percent of the taxable part of the participant's distribution to pay federal income tax. Certain penalty taxes may be imposed on the taxable portion of a distribution or withdrawal from the Plan. The taxable portion of an in- service distribution made to a participant prior to age 59-1/2 will be subject to a 10 percent penalty tax unless certain exceptions apply. In addition, the -11- NOTE 5 - TAX EFFECTS ON PLAN PARTICIPANTS (Continued) taxable portion of a distribution or withdrawal from the Plan and from an individual retirement account (IRA) may be subject to a 15 percent excise tax to the extent they aggregate more than a certain amount during any year. Loans from the Plan are generally not considered a distribution or a withdrawal for Federal income tax purposes unless the participant terminates employment with an outstanding loan balance and fails to retire that balance in full within 90 days. A participant, under certain circumstances, may directly roll over amounts distributed from the Plan to another qualified plan or an individual retirement plan (IRA) and avoid mandatory federal withholding and penalty taxes. Participant contributions made on a pre-tax salary reduction basis are not taxed for Federal income tax purposes until actually distributed and are not considered wages for Federal income tax withholding purposes, but are considered wages for Federal Insurance Contributions Act (FICA) purposes. Participant after-tax, voluntary contributions are taxed for Federal income tax purposes when made, and are subject to withholding and FICA taxes at that time. Matching contributions and other employer contributions are not included in the participant's taxable wages for federal income tax purposes when paid to the Plan, and are not considered wages for federal income tax purposes or FICA purposes. -12- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST The Plan's investments, except for loans, are held in safekeeping by The Northern Trust Company as Trustee under a Master Trust agreement. The Master Trust holds the investment assets for the Plan and other designated defined contribution plans of the Company, its parent TRINOVA and TRINOVA's other subsidiary. The following table presents the fair values of investments for the Master Trust at December 31, 1993 and 1992. December 31 1993 1992 Investments at Fair Value: Fixed Income Fund $303,865,565 $305,179,819 Vanguard Mutual Funds 46,310,371 31,465,553 Multi-Asset Funds 46,920,647 34,861,689 TRINOVA Stock Fund 12,317,310 7,950,626 Government Securities Fund 3,572,450 2,463,161 $412,986,343 $381,920,848 =========== =========== Net investment income of the Master Trust for each of the three years in the period ended December 31, 1993 is as follows: Year Ended December 31 1993 1992 1991 Net investment income: Interest Earned $21,924,851 $23,821,843 $29,017,148 Dividends Received 2,182,874 1,345,912 455,339 Realized gains 1,758,587 1,388,865 3,651,815 Other - principally unrealized gains 10,234,251 2,922,290 3,212,516 $36,100,563 $29,478,910 $36,336,516 ========== ========== ========== At December 31, 1993 and 1992, the Plan's interest in the net assets of the Master Trust was approximately 29.5 percent and 31.8 percent, respectively. The Plan's interest in any one Master Trust fund does not correspond to the Plan's overall interest in the Master Trust as participants in each plan select their individual investment options. Investment income and administrative expenses related to the Master Trust are allocated to the individual plans based upon average monthly balances invested by each plan. -13- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) Fair values and cost of the Plan's interest in the net assets of the Master Trust at December 31, 1993 are as follows: Description Fair Value Cost FIXED INCOME FUND Aetna Life Insurance Contract expiring in 1994 $2,812,995 $2,812,995 American International Life Insurance Contract expiring in 1997 5,676,421 5,676,421 Allstate Insurance Company expiring in 1998 4,833,401 4,833,401 Allstate Insurance Company expiring in 1997 1,806,137 1,806,137 Allstate Insurance Company expiring in 1998 1,808,697 1,808,697 Bankers Trust Delaware expiring in 1996 6,313,378 6,313,378 Bankers Trust Delaware expiring in 1996 8,724,640 8,724,640 Citibank, N.A. Contract expiring in 1998 5,594,882 5,594,882 Citibank, N.A. Contract expiring in 1998 4,557,610 4,557,610 Executive Life Insurance Contract (In Rehabilitation) expired in 1991 1,141,909 1,141,909 Lotsoff Contract expiring in 1999 4,600,689 4,600,689 Mass Mutual Insurance Contract expiring in 1994 503,197 503,197 Metropolitan Life Insurance Contract expiring in 1994 702,923 702,923 Metropolitan Life Insurance Contract expiring in 1995 3,653,687 3,653,687 Metropolitan Life Insurance Contract expiring in 1995 8,667,226 8,667,226 Metropolitan Life Insurance Contract expiring in 1996 5,950,740 5,950,740 Mutual Benefit Life Insurance Contract (In Rehabilitation) expired in 1992 750,889 750,889 Mutual Benefit Life Insurance Contract (In Rehabilitation) expired in 1992 91,105 91,105 Mutual Benefit Life Insurance Contract (In Rehabilitation) expiring in 1994 1,054,375 1,054,375 Prudential Insurance Contract expiring in 1996 6,327,629 6,327,629 Prudential Insurance Contract expiring in 1998 3,489,683 3,489,683 Cash and cash equivalents 6,122,030 6,122,030 Interest receivable 7,471 7,471 85,191,714 85,191,714 -14- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) VANGUARD MUTUAL FUNDS Vanguard/Morgan Growth Fund (231,745.357 shares) 2,783,262 2,883,021 Vanguard Index Fund (249,462.056 shares) 10,933,922 10,048,308 Vanguard/Windsor II Fund (282,435.008 shares) 4,812,693 4,576,411 Vanguard International Growth Fund (289,740.728 shares) 3,914,397 3,180,969 Cash and cash equivalents 17,090 17,090 Interest Receivable 87 22,461,451 20,705,799 MULTI-ASSET FUND Brinson Partners Multi-Asset Fund (32,004.189 shares) 16,838,787 12,404,860 Cash and cash equivalents 267,825 267,825 Interest receivable 572 572 17,107,184 12,673,257 TRINOVA STOCK FUND TRINOVA Corporation Common Stock (134,021 shares) 4,204,268 3,133,636 Cash and cash equivalents 17,240 17,240 Interest receivable 64 64 4,221,572 3,150,940 GOVERNMENT SECURITIES FUND U.S. Government Agency Issues 2,074,841 2,090,779 Cash and cash equivalents 97,360 97,360 Interest receivable 39,402 39,402 2,211,603 2,227,541 TOTALS $131,193,524 $123,949,251 =========== =========== -15- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) At December 31, 1993, the Fixed Income Fund of the Plan holds an investment in an Executive Life Insurance Company (Executive Life) guaranteed investment contract that was to have expired in 1991 in the amount of $1,141,909. In 1991, First Executive Corporation, the parent of Executive Life Insurance Company, filed for protection under Chapter 11 of the Federal Bankruptcy Code. State insurance regulators have taken control of Executive Life, as well as other investments of the parent. A Plan of Rehabilitation was filed on September 6, 1991 in the Superior Court of the State of California for the County of Los Angeles and was approved on August 31, 1993. The Plan became effective on September 3, 1993 and provides for a minimum of approximately 75 percent of the contract principal to be repaid after a minimum rehabilitation period of five years. Also, at December 31, 1993, the Fixed Income Fund of the Plan holds investments in Mutual Benefit Life Insurance Company (Mutual Benefit) guaranteed investment contracts totaling $1,896,369, of which $841,994 was to have expired in 1992. The New Jersey Insurance Department has taken control of Mutual Benefit. A Plan of Rehabilitation was filed on August 3, 1992, and amended on January 15, 1993, in the Superior Court of New Jersey. The Plan became effective on April 29, 1994 and provides for the contract principal to be repaid over a five-year period from 1999 through 2003. The repayment dates may be extended if warranted by Mutual Benefit's financial condition. While the ultimate outcome of these matters cannot now be predicted, management is of the opinion, based on the facts now known, that the ultimate loss, if any, in these matters will not be material to the Plan's net assets available for plan benefits. -16- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) Description Fair Value Cost FIXED INCOME FUND Aetna Life Insurance Contract expiring in 1994 $ 4,979,249 $ 4,979,249 American Life Insurance Contract expiring in 1997 5,816,679 5,816,679 Bankers Trust Delaware expiring in 1996 6,759,306 6,759,306 Bankers Trust Delaware expiring in 1996 9,357,849 9,357,849 Canada Life Assurance Contract expiring in 1993 167,640 167,640 Citibank, N.A. Contract expiring in 1998 5,816,379 5,816,379 Executive Life Insurance Contract (In Rehabilitation) expired in 1991 1,319,663 1,319,663 Mass Mutual Insurance Contract expiring in 1994 503,197 503,197 Metropolitan Life Insurance Contract expiring in 1993 2,980,486 2,980,486 Metropolitan Life Insurance Contract expiring in 1994 1,508,556 1,508,556 Metropolitan Life Insurance Contract expiring in 1995 4,694,164 4,694,164 Metropolitan Life Insurance Contract expiring in 1995 9,415,518 9,415,518 Metropolitan Life Insurance Contract expiring in 1996 8,376,734 8,376,734 Mutual Benefit Life Insurance Contract (In Rehabilitation) expired in 1992 728,725 728,725 Mutual Benefit Life Insurance Contract (In Rehabilitation) expired in 1992 88,416 88,416 Mutual Benefit Life Insurance Contract (In Rehabilitation) expiring in 1994 1,023,252 1,023,252 Philadelphia Life Insurance Contract expiring in 1993 412,025 412,025 Prudential Insurance Contract expiring in 1996 8,920,967 8,920,967 Union Central Life Insurance Contract expiring in 1993 700,884 700,884 Cash and cash equivalents 5,907,595 5,907,595 Interest receivable 6,062 6,062 79,483,346 79,483,346 -17- NOTE 6 - VALUE OF INTEREST IN MASTER TRUST (Continued) VANGUARD MUTUAL FUND Vanguard/Morgan Growth Fund (174,143.155 shares) 2,202,911 2,152,483 Vanguard Index Fund (220,605.276 shares) 9,038,179 8,670,194 Vanguard/Windsor II Fund (157,802.302 shares) 2,510,635 2,420,831 Vanguard International Growth Fund (121,716.729 shares) 1,145,335 1,227,409 Cash and cash equivalents 18,535 18,535 14,915,595 14,489,452 MULTI-ASSET FUND Brinson Partners Multi-Asset Fund (28,793.139 shares) 13,505,393 10,298,294 Cash and cash equivalents 327,626 327,626 Interest receivable 674 674 13,833,693 10,626,594 TRINOVA STOCK FUND TRINOVA Corporation Common Stock (138,205 shares) 2,954,132 3,129,864 Cash and cash equivalents 71,054 71,054 Interest receivable 90 90 3,025,276 3,201,008 GOVERNMENT SECURITIES FUND Corporate Bonds 125,725 121,147 U.S. Government Agency Issues 1,355,442 1,355,437 Cash and cash equivalents 3,479 3,479 Interest receivable 22,100 22,100 1,506,746 1,502,163 TOTAL $112,764,656 $109,302,563 =========== =========== -18- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION
Fixed Vanguard Multi- TRINOVA Income Mutual Asset Stock Fund Fund Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $78,970,304 $14,854,670 $13,743,638 $3,010,500 ADDITIONS Contributions Employees 5,079,428 2,425,627 1,497,855 241,717 Employer 3,196,271 1,182,975 791,758 463,079 8,275,699 3,608,602 2,289,613 704,796 Net investment income Interest earned 5,993,399 9,734 1,073 Dividends received 888,057 97,369 Realized gain on sales of investments Aggregate proceeds 266,858 369,077 1,039,622 Aggregate costs 168,128 809,560 266,858 200,949 230,062 Other - principally unrealized gains (losses) on investments 1,329,386 1,542,599 1,246,678 5,993,399 2,484,301 1,753,282 1,575,182 14,269,098 6,092,903 4,042,895 2,279,978 DEDUCTIONS Benefits paid to participants 5,711,426 1,058,461 1,099,824 195,390 Investment management fees 23,961 97,073 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 2,336,262 (2,596,300) (517,548) 873,516 8,047,688 (1,513,878) 679,349 1,068,906 NET ADDITIONS (DEDUCTIONS) 6,221,410 7,606,781 3,363,546 1,211,072 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 $85,191,714 $22,461,451 $17,107,184 $4,221,572 ========== ========== ========== =========
-19- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
Government Securities Contribution Fund Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $1,504,769 $3,399,238 $1,877,754 $117,360,873 ADDITIONS Contributions Employees 546,224 236,553 10,027,404 Employer 269,326 (270,533) 5,632,876 815,550 (33,980) 15,660,280 Net investment income Interest earned 104,544 282,916 6,391,666 Dividends received 985,426 Realized gain on sales of investment Aggregate proceeds 7,802,081 9,477,638 Aggregate costs 7,757,502 8,735,190 44,579 742,448 Other - principally unrealized gains (losses) on investments (24,110) 4,094,553 125,013 282,916 12,214,093 940,563 282,916 (33,980) 27,874,373 DEDUCTIONS Benefits paid to participants 231,668 8,296,769 Investment management fees 2,367 123,401 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies (306) 135,612 231,236 233,729 135,612 8,651,406 NET ADDITIONS (DEDUCTIONS) 706,834 147,304 (33,980) 19,222,967 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 $2,211,603 $ 3,546,542 $ 1,843,774 $136,583,840 ========= ========== ========== ===========
-20- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
Fixed Vanguard Multi- TRINOVA Income Mutual Asset Stock Fund Funds Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $78,014,727 $ 7,288,326 $ 9,121,745 $2,372,735 ADDITIONS Contributions Employees 5,680,998 2,151,107 1,459,082 303,800 Employer 3,445,947 1,070,223 804,643 492,971 9,126,945 3,221,330 2,263,725 796,771 Net investment income Interest earned 5,883,491 3,759 13,387 3,280 Dividends received 500,515 96,763 Realized gains (losses) on sales of investments Aggregate proceeds 5,837,451 217,321 616,088 Aggregate cost 5,330,310 169,018 626,764 507,141 48,303 (10,676) Other - principally unrealized gains (losses) on investments (88,079) 1,057,882 164,733 5,883,491 923,336 1,119,572 254,100 15,010,436 4,144,666 3,383,297 1,050,871 DEDUCTIONS Benefits paid to participants 6,534,521 817,108 683,466 262,292 Investment management fees 350 18,675 64,017 6,527 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies 7,519,988 (4,257,461) (1,986,079) 144,287 14,054,859 (3,421,678) (1,238,596) 413,106 NET ADDITIONS 955,577 7,566,344 4,621,893 637,765 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $78,970,304 $14,854,670 $13,743,638 $3,010,500 ========== ========== ========== =========
-21- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
Government Securities Contribution Fund Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ $2,608,499 $1,845,065 $101,251,097 ADDITIONS Contributions Employees 457,653 (135,570) 9,917,070 Employer 243,819 168,259 6,225,862 701,472 32,689 16,142,932 Net investment income Interest earned 57,483 287,717 6,249,117 Dividends received 597,278 Realized gains (losses) on sales of investments Aggregate proceeds 2,594,695 9,265,555 Aggregate cost 2,589,933 8,716,025 4,762 549,530 Other - principally unrealized gains (losses) on investments 4,982 1,139,518 67,227 287,717 8,535,443 768,699 287,717 32,689 24,678,375 DEDUCTIONS Benefits paid to participants 56,128 8,353,515 Investment management fees 789 90,358 Other - principally net transfers among investment funds and net transfers to benefit plans of affiliated companies (792,987) (503,022) 124,726 (736,070) (503,022) 8,568,599 NET ADDITIONS 1,504,769 790,739 32,689 16,109,776 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $1,504,769 $3,399,238 $1,877,754 $117,360,873 ========== ========== =========== ============
-22- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued)
Fixed Multi- Clearing Income Index Asset Account Fund Fund Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 30, 1990 $ $72,298,939 $5,504,271 $7,080,547 ADDITIONS Contributions Employees 3,399,918 3,694,394 433,341 539,741 Employer 2,816,104 1,820,928 186,987 260,984 6,216,022 5,515,322 620,328 800,725 Net investment income Interest earned 53,964 6,425,439 6,474 11,059 Dividends received 119,448 Realized gains (losses) on sales of investments Aggregate proceeds 7,388,880 1,478,215 Aggregate cost 5,281,766 1,108,194 2,107,114 370,021 Other - principally unrealized gains (losses) on investments (557,933) 1,123,695 53,964 6,425,439 1,675,103 1,504,775 6,269,986 11,940,761 2,295,431 2,305,500 DEDUCTIONS Benefits - paid to participants 6,633,164 3,562,325 152,949 59,792 Investment management fees 42,668 18,782 50,129 Other - principally net transfers among investment funds and net transfers to benefit plans of affliated companies (363,178) 2,619,980 339,645 154,381 6,269,986 6,224,973 511,376 264 302 NET ADDITIONS 5,715,788 1,784,055 2,041,198 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ $ 78,014,727 $7,288,326 $9,121,745 ========== =========== ========= =========
-23- NOTE 7 - CHANGES IN NET ASSETS BY INVESTMENT OPTION (Continued) 1991 - Page 2
TRINOVA Stock Contribution Fund Loans Receivable Total NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 30, 1990 $1,276,748 $ $1,373,244 $ 87,533,749 ADDITIONS Contributions Employees 237,479 348,302 8,653,175 Employer 465,045 123,519 5,673,567 702,524 471,821 14,326,742 Net investment income Interest earned 12,088 132,543 6,641,566 Dividends received 65,967 185,415 Realized gains (losses) on sales of investments Aggregate proceeds 384,132 9,251,227 Aggregate cost 401,832 6,791,792 (17,700) 2,459,435 Other - principally unrealized gains (losses) on investments (18,857) 546,905 41,498 132,543 9,833,321 744,022 132,543 471,821 24,160,063 DEDUCTIONS Benefits - paid to participants 69,569 10,477,799 Investment management fees 6,196 117,775 Other - principally net transfers among investment funds and net transfers to benefit plans of affliated companies (427,730) (2,475,957) (152,859) (351,965) (2,475,957) 10,442,715 NET ADDITIONS 1,095,987 2,608,500 471,821 13,717,348 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $2,372,735 $2,608,500 $1,845,065 $101,251,097 ========= ========= ========= ===========
-24- NOTE 8 - VANGUARD MUTUAL A summary of the activity within the separate Vanguard Mutual Fund options for the year ended December 31, 1993 is as follows:
Morgan Growth Index Windsor International Fund Fund Fund Growth Fund NET ASSETS AVAILABLE FOR PLANS BENEFITS AT DECEMBER 31, 1992 2,202,911 9,038,179 2,510,635 1,145,335 Contributions and transfers from other investment options 1,214,827 3,485,472 1,795,325 1,077,255 Net investment income Dividends received 318,245 282,376 256,104 31,332 Realized gains 24,896 184,436 43,380 14,146 Unrealized gains/(losses) (150,187) 517,610 146,480 815,483 192,954 984,422 445,964 860,961 Net Intra-Vanguard transfers (396,813) (1,034,489) 429,451 1,001,851 1,010,968 3,435,405 2,670,740 2,940,067 Benefit payments and transfers to other investment options 426,995 1,526,507 364,113 168,388 Expenses 3,623 13,155 4,568 2,615 430,618 1,539,662 368,681 171,003 NET ADDITIONS (DEDUCTIONS) 580,350 1,895,743 2,302,059 2,769,064 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 2,783,261 10,933,922 4,812,694 3,914,399 ========= ========== ========= =========
25- NOTE 8 - VANGUARD MUTUAL FUND (Continued)
Total Trustee Benefit Vanguard Cash Account Payable Option NET ASSETS AVAILABLE FOR PLANS BENEFITS AT DECEMBER 31, 1992 18,536 (60,926) 14,854,670 Contributions and transfers from other investment options 7,572,879 Net investment income Dividends received 888,057 Realized gains 266,858 Unrealized gains/(losses) 1,329,386 2,484,301 Net Intra-Vanguard transfers 10,057,180 Benefit payments and transfers to other investment options 1,361 (60,926) 2,426,438 Expenses 23,961 1,361 (60,926) 2,450,399 NET ADDITIONS (DEDUCTIONS) (1,361) 60,926 7,606,781 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1993 17,175 0 22,461,451 ========= =========== ==========
-26- NOTE 8 - VANGUARD MUTUAL FUND (Continued)
Morgan International Growth Fund Index Fund Windsor II Fund Growth Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ $7,287,650 $ $ Contributions and transfers from other investment options 1,600,985 6,081,338 1,648,392 949,130 Net investment income Interest earned 506 1,348 383 369 Dividends received 113,535 257,734 104,544 24,702 Realized gains/(losses) (7,877) 513,178 12,021 (10,181) Unrealized gains/(losses) 50,428 (146,234) 89,802 (82,075) 156,592 626,026 206,750 (67,185) Net Intra-Vanguard transfers 749,642 (2,443,272) 1,177,446 516,184 2,507,219 4,264,092 3,032,588 1,398,129 Benefit payments and transfers to other investment options 301,809 2,503,359 519,217 251,164 Expenses 2,499 10,204 2,736 1,630 304,308 2,513,563 521,953 252,794 NET ADDITIONS (DEDUCTIONS) 2,202,911 1,750,529 2,510,635 1,145,335 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $2,202,911 $9,038,179 $2,510,635 $1,145,335 ========= ========= ========= =========
-27- NOTE 8 - VANGUARD MUTUAL FUND (Continued)
Total Trustee Benefits Vanguard Cash Account Payable Mutual Fund NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1991 $ 8,556 $(7,880) $ 7,288,326 Contributions and transfers from other investment options 10,433 10,290,278 Net investment income Interest earned 1,153 3,759 Dividends received 500,515 Realized gains/(losses) 507,141 Unrealized Gains/(losses) (88,079) 1,153 923,336 Net Intra-Vanguard transfers 11,586 11,213,614 Benefit payments and transfers to other investment options 53,046 3,628,595 Expenses 1,606 18,675 1,606 53,046 3,647,270 NET ADDITIONS (DEDUCTIONS) 9,980 (53,046) 7,566,344 NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1992 $18,536 ($60,926) $14,854,670 ======= ======= ===========
-28- EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Exhibit Number Page (1) Consent of Independent Auditors 30 -29- EX-1 3 EXHIBIT 1 Exhibit (1) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 33-9127 on Form S-3 dated August 28, 1987, Registration Statement No. 33-19555 on Form S-3 dated January 15, 1988, Post- Effective Amendment No. 2 to Registration Statement No. 33-14682 on Form S-8 dated April 28, 1989, Post-Effective Amendment No. 2 to Registration Statement No. 33-17871 on Form S-8 dated April 28, 1989, Registration Statement No. 33-28638 on Form S-8 dated May 10, 1989, Registration Statement No. 33-31601 on Form S-8 dated October 20, 1989, Registration Statement No. 33-41840 on Form S-8 dated July 26, 1991, Registration Statement No. 33-41841 on Form S-8 dated July 26, 1991, and Registration statement No. 33-54059 on Form S-8 dated June 10, 1994 of our report dated June 17, 1994 with respect to the financial statements of Vickers, Incorporated Retirement Savings and Profit Sharing Plan included in the Annual Report (Form 11-K) for the plan year ended December 31, 1993. /S/ ERNST & YOUNG Toledo, Ohio June 28, 1994 -30- -----END PRIVACY-ENHANCED MESSAGE-----