-----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, AEBPqto78RDwbWc4FdZUmgtp+xj+9dW6Hca5X41c33Jm2oGY4TZ0iuOdctVMxXiF YWmmGPERMvRTMgFOcwUIUw== 0000059198-95-000003.txt : 19950511 0000059198-95-000003.hdr.sgml : 19950511 ACCESSION NUMBER: 0000059198-95-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950510 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINOVA CORP CENTRAL INDEX KEY: 0000059198 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 344288310 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00924 FILM NUMBER: 95535959 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 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission file number 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, OH 43537-0050 (Address of principal executive office) Registrant's telephone number, including area code: (419) 867-2200 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 The number of Common Shares, $5 Par Value, outstanding as of April 28, 1995, was 28,813,258. This document, including exhibits, contains 19 pages. The cover page consists of 1 page. The Exhibit Index is located on page 15. SECURITIES AND EXCHANGE COMMISSION FORM 10-Q FOR QUARTER ENDED MARCH 31, 1995 INDEX TO INFORMATION IN REPORT TRINOVA CORPORATION Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements Statement of Financial Position - March 31, 1995 and December 31, 1994 3 Condensed Statement of Operations - Three Months Ended March 31, 1995 and 1994 4 Condensed Statement of Cash Flows - Three Months Ended March 31, 1995 and 1994 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 14 EXHIBIT INDEX 15 EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 18 EXHIBIT 27 - FINANCIAL DATA SCHEDULE 19 -2- PART I - FINANCIAL INFORMATION Item 1. - Financial Statements
STATEMENT OF FINANCIAL POSITION TRINOVA CORPORATION (Dollars in thousands, except per share data) March 31 December 31 1995 1994 ---------- ---------- ASSETS (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 14,957 $ 27,928 Receivables 327,990 247,531 Inventories: In-process and finished products 169,705 171,555 Raw materials and manufacturing supplies 49,429 45,761 ---------- ---------- 219,134 217,316 Other current assets 46,040 47,618 ---------- ---------- TOTAL CURRENT ASSETS 608,121 540,393 Plants and properties 898,725 869,831 Less accumulated depreciation 513,805 490,025 ---------- ---------- 384,920 379,806 Other assets 77,144 80,835 ---------- ---------- TOTAL ASSETS $1,070,185 $1,001,034 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 37,209 $ 1,755 Accounts payable 107,399 96,587 Income taxes 34,792 31,621 Other current liabilities 146,971 158,501 Current maturities of long-term debt 815 930 ---------- ---------- TOTAL CURRENT LIABILITIES 327,186 289,394 Long-term debt 235,858 234,914 Postretirement benefits other than pensions 120,429 120,848 Other liabilities 29,564 28,150 Deferred income taxes 7,431 7,682 SHAREHOLDERS' EQUITY Common stock; par value $5 a share Authorized - 100,000,000 shares Outstanding - 28,813,258 and 28,795,909 shares, respectively (after deducting 5,396,638 and 5,413,987 shares, respectively, in treasury) 144,070 143,979 Additional paid-in capital 12,831 12,511 Retained earnings 202,332 184,930 Currency translation adjustments (9,516) (21,374) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 349,717 320,046 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,070,185 $1,001,034 ========== ========== The Notes to Financial Statements are an integral part of this statement.
-3- CONDENSED STATEMENT OF INCOME TRINOVA CORPORATION (In thousands, except per share data) (Unaudited)
Three Months Ended March 31 ------------------------ 1995 1994 ---------- ---------- Net sales $ 498,635 $ 439,831 Cost of products sold 376,193 331,366 ---------- ---------- MANUFACTURING INCOME 122,442 108,465 Selling and general administrative expenses 66,275 62,047 Engineering, research and development expenses 15,026 14,026 ---------- ---------- OPERATING INCOME 41,141 32,392 Interest expense (4,973) (5,741) Other expenses-net (3,880) (6,177) ---------- ---------- INCOME BEFORE INCOME TAXES 32,288 20,474 Income taxes 9,700 7,200 ---------- ---------- NET INCOME $ 22,588 $ 13,274 ========== ========== NET INCOME PER SHARE $ .77 $ .46 ========== ========== Cash dividends per common share $ .18 $ .17 ========== ========== Average shares outstanding 30,734 30,745 ========== ========== The Notes to Financial Statements are an integral part of this statement.
-4- CONDENSED STATEMENT OF CASH FLOWS TRINOVA CORPORATION (In thousands) (Unaudited)
Three Months Ended March 31 -------------------- 1995 1994 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 22,588 $ 13,274 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 15,380 15,158 Changes in working capital elements, other than debt (63,778) (16,608) Other (1,500) 8,600 ---------- --------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (27,310) 20,424 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (17,939) (11,718) Other 78 834 ---------- ---------- NET CASH USED BY INVESTING ACTIVITIES (17,861) (10,884) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in short-and long-term debt 35,610 (13,541) Cash dividends (5,186) (4,879) Stock issuance under stock plans 411 8,655 ---------- ---------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 30,835 (9,765) Effect of exchange rate changes on cash 1,365 (1,347) ---------- ---------- DECREASE IN CASH AND CASH EQUIVALENTS (12,971) (1,572) Cash and cash equivalents at beginning of period 27,928 20,534 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,957 $ 18,962 ========== ========== The Notes to Financial Statements are an integral part of this statement.
-5- NOTES TO FINANCIAL STATEMENTS TRINOVA CORPORATION Note 1 - Basis of Presentation The accompanying financial statements for the interim periods are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the interim periods included herein have been made. Operating results for the three months ended March 31, 1995 are not necessarily indicative of the results that may be expected for the year ended December 31, 1995. It is suggested that these financial statements be read in conjunction with the audited 1994 financial statements and notes thereto included in TRINOVA Corporation's most recent annual report. Note 2 - Income Taxes The Company's effective income tax rate is estimated to be 30% for 1995 as reported for the first quarter. The lower than normal effective tax rate reflects the utilization of tax loss carryforwards in Germany for which valuation allowances were previously provided against the related deferred tax assets. The Company expects the effective income tax rate for years subsequent to 1995 to return to rates more comparable to the 35% rate that was reported for 1994. Note 3 - Net Income per Share Net income per share is computed using the average number of common shares outstanding, including common stock equivalents. The assumed conversion of the Company's 6% convertible debentures was included in average shares outstanding, increasing the average number of shares outstanding by 1,904,762 shares. For purposes of computing net income per share, net income was increased for the after-tax equivalent of interest expense on the 6% convertible debentures. -6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS Analysis of Operations First Quarter 1995 Compared with First Quarter 1994 The following data provide highlights for the first quarter 1995 compared with the first quarter 1994.
(dollars in thousands, First Quarter Percent ------------------------ Increase except per share data) 1995 1994 (Decrease) -------- -------- ---------- CONSOLIDATED Net sales $ 498,635 $ 439,831 13.4% Manufacturing income 122,442 108,465 12.9 Manufacturing margin (%) 24.6 24.7 Operating income 41,141 32,392 27.0 Operating margin (%) 8.3 7.4 Net income 22,588 13,274 70.2 Net income per share .77 .46 67.4 INDUSTRIAL Net sales 276,255 232,768 18.7 Operating income 30,207 16,772 80.1 Operating margin (%) 10.9 7.2 Order intake 300,786 254,155 18.3 Order backlog at March 31 206,130 164,661 25.2 AUTOMOTIVE Net sales 140,183 128,564 9.0 Operating income 10,182 13,945 (27.0) Operating margin (%) 7.3 10.8 AEROSPACE & DEFENSE Net sales 82,197 78,499 4.7 Operating income 7,160 6,501 10.1 Operating margin (%) 8.7 8.3 Order intake 79,952 81,140 (1.5) Order backlog at March 31 266,815 273,327 (2.4)
Higher sales for each of the Company's segments - Industrial, Automotive, and Aerospace & Defense - led to first-quarter 1995 sales that were $58.8 million, or 13.4%, greater than the 1994 first quarter. U.S. sales increased $20.7 million, or 7.1%, while non-U.S. sales increased $38.1 million, or 25.6%. Changes in currency exchange rates due to a weaker U.S. dollar accounted for nearly $17.5 million of the non-U.S. sales increase in the first quarter. -7- Analysis of Operations - Continued Worldwide industrial sales were at near-record levels in the 1995 first quarter, increasing $43.5 million, or 18.7%, over the 1994 first quarter, reflecting increases in most of the Company's industrial markets, including distributor sales. U.S. industrial sales continued to strengthen in the 1995 first quarter, increasing $21.7 million, or 14%, over the 1994 first quarter and nearly 16% over the fourth quarter. Non-U.S. sales, particularly Europe, likewise showed marked improvement over the prior year, increasing nearly $21.8 million, or 28%, over the first quarter and 12% over the 1994 fourth quarter. Changes in currency exchange rates amounted to nearly $7 million, or 32% of the non-U.S. industrial sales increase. Order intake for the first quarter also showed marked improvement compared with the prior year. First- quarter 1995 order intake increased 18.3% over the 1994 first quarter, resulting in order backlog at March 31, 1995, of $206.1 million which was $41.5 million, or 25.2%, greater than at March 31, 1994. First-quarter automotive sales were $11.6 million, or 9%, greater than the 1994 first quarter. European automotive sales increased $16.4 million, or 29%, largely the result of stronger sales in the European automotive connectors market. Nearly $9 million of this increase resulted from changes in currency exchange rates. U.S. automotive sales, conversely, declined nearly 7% from the 1994 first quarter. Declines in U.S. auto production and the phase out of certain automotive programs contributed to the Company's lower U.S. automotive sales. Aerospace & defense sales increased $3.7 million, or 4.7%, from the 1994 first quarter due to a combination of higher original equipment and spare parts sales, including new business on helicopter and special commercial and military programs. Order backlog of $266.8 million was $6.5 million, or 2.4%, lower than at March 31, 1994. Consolidated manufacturing income increased $14 million, or 12.9%. Manufacturing margin, however, remained flat - 24.6% for the 1995 first quarter compared with 24.7% for the 1994 first quarter. Manufacturing income and margin for the industrial segment improved significantly over the 1994 first quarter, the result of both increased sales volume and benefits from the Company's restructuring initiatives in the U.S. and Europe. Manufacturing income for industrial's U.S. and non-U.S. operations increased 20.5% and 45.5%, respectively. Despite increased sales, manufacturing income and margin for the automotive segment declined from the 1994 first quarter. Higher European automotive sales bolstered manufacturing income for that region, although the resulting change in sales mix depressed margins. U.S. automotive manufacturing income and margin deteriorated from the 1994 first quarter due to both lower sales, particularly the impact of program phase-outs at certain U.S. facilities, and manufacturing inefficiencies. Higher sales and continued cost-containment efforts in the aerospace & defense segment led to slightly improved manufacturing income, although manufacturing margin remained flat compared with the 1994 first quarter. Selling and general administrative and engineering, research and development expenses (operating expenses) were $5.2 million higher than in the 1994 first quarter. As a percent of sales, however, operating expenses declined to 16.3% in the 1995 first quarter compared with 17.3% in the first quarter of 1994. -8- Analysis of Operations - Continued Increased costs in the 1995 first quarter included, among other things, costs associated with marketing and engineering efforts to generate growth opportunities, the effects of changes in currency exchange rates and provisions for incentive compensation and profit-sharing associated with higher levels of earnings. The effects of reducing the number of selling and administrative personnel by nearly 8.5% from the 1994 first quarter levels partially offset these higher costs. Interest expense for the 1995 first quarter was $800,000 lower than in the 1994 first quarter, reflecting the effect of lower average debt levels in 1995. Other expenses - net were $2.3 million lower in the 1995 first quarter than in the 1994 first quarter, primarily due to lower exchange losses in Brazil. Net income for the first quarter of 1995 amounted to $22.6 million, or 77 cents per share, compared with $13.3 million, or 46 cents per share, in the 1994 first quarter. The Company's effective income tax rate is estimated to be 30% for 1995 as reported for the first quarter. The lower than normal effective tax rate reflects the utilization of tax loss carryforwards in Germany for which valuation allowances were previously provided against the related deferred tax assets. The Company expects the effective income tax rate for years subsequent to 1995 to return to rates more comparable to the 35% rate that was reported for 1994. Liquidity, Working Capital and Capital Investment Cash used in operating activities amounted to $27.3 million in the 1995 first quarter. First-quarter working capital requirements amounted to $63.8 million and included $50 million to liquidate the Company's program for the sale of accounts receivable. Despite increasing sales volume throughout 1994 and into 1995, the Company has been able to hold inventory balances at relatively constant levels. Cash provided by operations in the first quarter of 1994 amounted to $20.4 million. Dividend payments were increased in the 1995 first quarter to 18 cents per share from 17 cents per share in the 1994 first quarter. First-quarter 1995 short-term borrowings totaled $35.6 million and included cash required, in part, to liquidate the accounts receivable sales program. As a result of this additional short-term debt, the debt-to- capitalization ratio (debt divided by debt plus equity) increased to 43.9% from 42.6% at December 31, 1994. Under terms of a revolving credit agreement with a consortium of U.S. and non- U.S. banks, the Company may borrow up to $175 million. The agreement is intended to support the Company's commercial paper borrowings and, to the extent not so utilized, provide domestic borrowing capacity. The remaining borrowing capacity under this agreement at March 31, 1995, was $160 million. In addition to this agreement, the Company has uncommitted arrangements with various banks to provide short-term financing as necessary. During the 1995 first quarter, Moody's Investors Service upgraded the Company's short-term debt rating for commercial paper to Prime-2 from Prime-3, and Standard & Poor's Corporation affirmed its existing debt ratings. The Company expects that cash flow from operations for the remainder of the year will be sufficient to meet normal operating requirements. -9- PART II - OTHER INFORMATION TRINOVA CORPORATION Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of shareholders held on April 20, 1995, in Maumee, Ohio, the shareholders elected directors and ratified the employment of Ernst & Young LLP as TRINOVA's independent auditors for 1995. The following is a tabulation of all votes timely cast in person or by proxy by shareholders of TRINOVA for the annual meeting: To elect directors: WITHHOLD BROKER NOMINEE FOR AUTHORITY NON-VOTES Darryl F. Allen 25,917,338 164,392 0 Purdy Crawford 25,920,430 161,300 0 Joseph C. Farrell 25,909,305 172,425 0 David R. Goode 25,909,982 171,748 0 Paul A. Ormond 25,909,024 172,706 0 John P. Reilly 25,910,730 171,000 0 Robert H. Spilman 25,915,803 165,927 0 William R. Timken, Jr. 25,921,018 160,712 0 To ratify the employment of Ernst & Young LLP as TRINOVA's independent auditors for 1995: FOR 25,953,319 AGAINST 90,988 ABSTAIN 37,423 BROKER NON-VOTES 0 -10- Item 6. Exhibits and Reports on Form 8-K (a) The following exhibit is filed hereunder as part of Part I: Exhibit (11) Statement re: Computation of Per Share Earnings (b) The following exhibit is filed hereunder as part of Part II: Exhibit (27) Financial Data Schedule The following exhibits are filed as part of Part II and are incorporated by reference hereunder: Exhibit (4)-1 First Supplemental Indenture, dated as of May 4, 1992, between TRINOVA Corporation and NBD Bank, 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 to Form SE filed on May 6, 1992 Exhibit (4)-2 7.95% Notes Due 1997, issued pursuant to the Indenture, dated as of January 28, 1988, between TRINOVA Corporation and NBD Bank (formerly National Bank of Detroit), as supplemented by the First Supplemental Indenture, dated as of May 4, 1992, between TRINOVA Corporation and NBD Bank filed as Exhibit (4)-2 to Form SE filed on May 6, 1992 Exhibit (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 (formerly National Bank of Detroit), as supplemented by the First Supplemental Indenture, dated as of May 4, 1992, between TRINOVA Corporation and NBD Bank, filed as Exhibit (4)-3 to Form SE filed on May 6, 1992 Exhibit (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 Exhibit (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 -11- Item 6. Exhibits and Reports on Form 8-K - Continued Exhibit (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 Exhibit (4)-7 Indenture, dated as of January 28, 1988, between TRINOVA Corporation and NBD Bank (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 Exhibit (10)-1 TRINOVA Corporation 1982 Stock Option Plan, filed as Exhibit (10)-1 to Form SE filed on March 18, 1993 Exhibit (10)-2 TRINOVA Corporation 1984 Incentive Compensation Plan, filed as Exhibit (10)-2 to Form SE filed on March 18, 1993 Exhibit (10)-3 TRINOVA Corporation 1987 Stock Option Plan, filed as Exhibit (10)-3 to Form SE filed on March 18, 1993 Exhibit (10)-4 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) Exhibit (10)-5 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) Exhibit (10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, filed as Appendix A to the proxy statement for the annual meeting held on April 21, 1994 -12- Item 6. Exhibits and Reports on Form 8-K - Continued Exhibit (10)-7 TRINOVA Corporation 1989 Non-Employee Directors' Equity Plan, filed as Exhibit (10)-12 to Form 10-K filed on March 18, 1994 Exhibit (10)-8 TRINOVA Corporation Plan for Optional Deferment of Directors' Fees (amended and restated effective April 1, 1995) filed as Exhibit (10)-8 to Form 10-K filed on March 20, 1995 Exhibit (10)-9 TRINOVA Corporation Directors' Retirement Plan (amended and restated effective January 1, 1990), filed as Exhibit (10)-9 to Form 10-K filed on March 20, 1995 Exhibit (10)-10 TRINOVA Corporation Supplemental Benefit Plan (amended and restated effective January 1, 1995), filed as Exhibit (10)-10 to Form 10-K filed on March 20, 1995 Exhibit (10)-11 TRINOVA Corporation Voluntary Deferred Compensation Plan (effective April 1, 1995), filed as Exhibit (10)-11 to Form 10-K filed on March 20, 1995 Exhibit (99(i))-1 TRINOVA Corporation Directors' Charitable Award Program, filed as Exhibit (99(i))-2 to Form 10-K filed on March 18, 1994 Exhibit (99(i))-2 Credit Agreement, dated as of August 31, 1994, among TRINOVA Corporation (borrower) and The Bank of Tokyo Trust Company; Chemical Bank; Citibank, N.A; Dresdner Bank AG, New York and Grand Cayman branches; The First National Bank of Chicago; Morgan Guaranty Trust Company of New York; NBD Bank; and Union Bank of Switzerland, Chicago branches (banks) and Citibank, N.A. (administrative agent), filed as Exhibit (99(i))-2 to Form 10-Q filed on November 3, 1994 (b) There were no reports on Form 8-K filed for the quarter ended March 31, 1995. -13- 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 By /S/ DARRYL F. ALLEN ----------------------------------------- May 10, 1995 Darryl F. Allen Chairman, President and Chief Executive Officer (Principal Executive Officer) By /S/ DAVID M. RISLEY May 10, 1995 ----------------------------------------- David M. Risley Vice President - Finance and Chief Financial Officer (Principal Financial Officer) -14- EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Exhibit No. Page No. (4)-1 First Supplemental Indenture, dated as of May 4, Incorporated 1992, between TRINOVA Corporation and NBD Bank, by Reference 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 to Form SE filed on May 6, 1992 (4)-2 7.95% Notes Due 1997, issued pursuant to the Incorporated Indenture, dated as of January 28, 1988, between by Reference TRINOVA Corporation and NBD Bank (formerly National Bank of Detroit), as supplemented by the First Supplemental Indenture, dated as of May 4, 1992, between TRINOVA Corporation and NBD Bank, filed as Exhibit (4)-2 to Form SE filed on May 6, 1992 (4)-3 Officers' Certificate of TRINOVA Corporation, Incorporated dated May 4, 1992, pursuant to Section 2.01 of by Reference the Indenture, dated as of January 28, 1988, between TRINOVA Corporation and NBD Bank (formerly National Bank of Detroit), as supplemented by the First Supplemental Indenture, dated as of May 4, 1992, between TRINOVA Corporation and NBD Bank, filed as Exhibit (4)-3 to Form SE filed on May 6, 1992 (4)-4 Rights Agreement, dated January 26, 1989, Incorporated between TRINOVA Corporation and First Chicago by Reference 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 Incorporated par value, of TRINOVA Corporation, filed as by Reference Exhibit (4)-2 to Form SE filed on July 1, 1992 (4)-6 Fiscal Agency Agreement, dated as of October 26, Incorporated 1987, between TRINOVA Corporation, as Issuer, by Reference 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 -15- EXHIBIT INDEX - Continued Exhibit No. Page No. (4)-7 Indenture, dated as of January 28, 1988, between Incorporated TRINOVA Corporation and NBD Bank (formerly by Reference 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 1982 Stock Option Plan, Incorporated filed as Exhibit (10)-1 to Form SE filed on by Reference March 18, 1993 (10)-2 TRINOVA Corporation 1984 Incentive Compensation Incorporated Plan, filed as Exhibit (10)-2 to Form SE filed by Reference on March 18, 1993 (10)-3 TRINOVA Corporation 1987 Stock Option Plan, Incorporated filed as Exhibit (10)-3 to Form SE filed on by Reference March 18, 1993 (10)-4 Change in Control Agreement for Officers, Incorporated filed as Exhibit (10)-4 to Form SE filed on by Reference 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)-5 Change in Control Agreement for Non-officers, Incorporated filed as Exhibit (10)-5 to Form SE filed on by Reference 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) -16- EXHIBIT INDEX - Continued Exhibit No. Page No. (10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, Incorporated filed as Appendix A to the proxy statement for by Reference the annual meeting held on April 21, 1994 (10)-7 TRINOVA Corporation 1989 Non-Employee Directors' Incorporated Equity Plan, filed as Exhibit (10)-12 to by Reference Form 10-K filed on March 18, 1994 (10)-8 TRINOVA Corporation Plan for Optional Deferment Incorporated of Directors' Fees (amended and restated by Reference effective April 1, 1995) filed as Exhibit (10)-8 to Form 10-K filed on March 20, 1995 (10)-9 TRINOVA Corporation Directors' Retirement Plan Incorporated (amended and restated effective January 1, 1990) by Reference filed as Exhibit (10)-9 to Form 10-K filed on March 20, 1995 (10)-10 TRINOVA Corporation Supplemental Benefit Plan Incorporated (amended and restated effective January 1, 1995), by Reference filed as Exhibit (10)-10 to Form 10-K filed on March 20, 1995 (10)-11 TRINOVA Corporation Voluntary Deferred Compensation Incorporated Plan (effective April 1, 1995), filed as Exhibit by Reference (10)-11 to Form 10-K filed on March 20, 1995 (11) Statement re: Computation of Per Share Earnings 18 (27) Financial Data Schedule 19 (99(i))-1 TRINOVA Corporation Directors' Charitable Award Incorporated Program, filed as Exhibit (99(i))-2 to by Reference Form 10-K filed on March 18, 1994 (99(i))-2 Credit Agreement, dated as of August 31, 1994, Incorporated among TRINOVA Corporation (borrower) and The Bank by Reference of Tokyo Trust Company; Chemical Bank; Citibank, N.A.; Dresdner Bank AG, New York and Grand Cayman branches; The First National Bank of Chicago; Morgan Guaranty Trust Company of New York; NBD Bank; and Union Bank of Switzerland, Chicago branches (banks) and Citibank, N.A. (administrative (agent), filed as Exhibit (99(i))-2 to Form 10-Q filed on November 3, 1994 -17- EX-11 3 EXHIBIT 11 EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS TRINOVA CORPORATION (In thousands, except per share data) Three Months Ended March 31 -------------------------- 1995 1994 ---------- ---------- AVERAGE SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING (NOTE A) Average shares outstanding 28,809 28,595 Assumed conversion of the 6% convertible debentures 1,905 1,905 Net effect of dilutive stock options based upon treasury stock method using average market price 20 245 --------- ---------- Average shares of common stock and common stock equivalents outstanding 30,734 30,745 ========== ========== INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A) Net income $ 22,588 $ 13,274 After-tax eqivalent of interest expense on the 6% convertible debentures 930 930 ---------- ---------- Income attributable to common stock $ 23,518 $ 14,204 ========== ========== Net Income per Share $ .77 $ .46 ========== ========== Note A - Net income per share is computed using the average number of common shares outstanding, including common stock equivalents. The assumed conversion of the Company's 6% convertible debentures was included in average shares outstanding, increasing the average number of shares outstanding by 1,904,762 shares. For purposes of computing net income per share, net income was increased for the after-tax equivalent of interest expense on the 6% convertible debentures. -18- EX-27 4 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENT OF FINANCIAL POSITION AND THE CONDENSED STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-31-1995 14,957 0 341,817 13,827 219,134 608,121 898,725 513,805 1,070,185 327,186 235,858 144,070 0 0 205,647 1,070,185 498,635 498,635 376,193 376,193 0 0 4,973 32,288 9,700 22,588 0 0 0 22,588 .77 .77
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