0000059198-95-000005.txt : 19950811 0000059198-95-000005.hdr.sgml : 19950811 ACCESSION NUMBER: 0000059198-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950810 SROS: CSE 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: 95560332 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 June 30, 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 July 28, 1995, was 28,889,055. This document, including exhibits, contains 27 pages. The cover page consists of 1 page. The Exhibit Index is located on page 17. SECURITIES AND EXCHANGE COMMISSION FORM 10-Q FOR QUARTER ENDED JUNE 30, 1995 INDEX TO INFORMATION IN REPORT TRINOVA CORPORATION Page Number PART I - FINANCIAL INFORMATION Item 1. Financial Statements Statement of Financial Position - June 30, 1995 and December 31, 1994 3 Condensed Statement of Income - Three Months and Six Months Ended June 30, 1995 and 1994 4 Condensed Statement of Cash Flows - Six Months Ended June 30, 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 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 16 EXHIBIT INDEX 17 EXHIBIT (10)-11 - TRINOVA CORPORATION SUPPLEMENTAL BENEFIT PLAN 20 EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 26 EXHIBIT 27 - FINANCIAL DATA SCHEDULE 27 -2- PART I - FINANCIAL INFORMATION Item 1. - Financial Statements STATEMENT OF FINANCIAL POSITION TRINOVA CORPORATION (Dollars in thousands, except per share data) (Unaudited)
June 30 December 31 ASSETS 1995 1994 CURRENT ASSETS ---------- ----------- Cash and cash equivalents $ 17,493 $ 27,928 Receivables 325,770 247,531 Inventories: In-process and finished products 176,662 171,555 Raw materials and manufacturing supplies 49,042 45,761 ---------- ---------- 225,704 217,316 Other current assets 43,441 47,618 ---------- ---------- TOTAL CURRENT ASSETS 612,408 540,393 Plants and properties 917,306 869,831 Less accumulated depreciation 525,701 490,025 ---------- ---------- 391,605 379,806 Other assets 85,447 80,835 ---------- ---------- TOTAL ASSETS $1,089,460 $1,001,034 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 5,845 $ 1,755 Accounts payable 105,467 96,587 Income taxes 35,515 31,621 Other current liabilities 164,943 158,501 Current maturities of long-term debt 510 930 ---------- ---------- TOTAL CURRENT LIABILITIES 312,280 289,394 Long-term debt 235,814 234,914 Postretirement benefits other than pensions 120,344 120,848 Other liabilities 30,614 28,150 Deferred income taxes 7,386 7,682 SHAREHOLDERS' EQUITY Common stock; par value $5 a share Authorized - 100,000,000 shares Outstanding - 28,821,305 and 28,795,909 shares, respectively (after deducting 5,388,591 and 5,413,987 shares, respectively, in treasury) 144,111 143,979 Additional paid-in capital 12,979 12,511 Retained earnings 230,425 184,930 Currency translation adjustments (4,493) (21,374) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 383,022 320,046 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,089,460 $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 Six Months Ended June 30 June 30 ------------------------ ------------------------ 1995 1994 1995 1994 ---------- ---------- ---------- ---------- Net sales $ 501,617 $ 460,863 $1,000,252 $ 900,694 Cost of products sold 370,696 345,437 746,889 676,803 ---------- ---------- ---------- ---------- MANUFACTURING INCOME 130,921 115,426 253,363 223,891 Selling and general administrative expenses 64,537 62,195 130,812 124,242 Engineering, research and development expenses 15,805 13,740 30,831 27,766 ---------- ---------- ---------- ---------- OPERATING INCOME 50,579 39,491 91,720 71,883 Interest expense (4,933) (5,475) (9,906) (11,216) Other expenses-net (2,466) (4,292) (6,346) (10,469) ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 43,180 29,724 75,468 50,198 Income taxes 9,900 10,400 19,600 17,600 ---------- ---------- ---------- ---------- NET INCOME $ 33,280 $ 19,324 $ 55,868 $ 32,598 ========== ========== ========== ========== NET INCOME PER SHARE $ 1.11 $ .66 $ 1.88 $ 1.12 ========== ========== ========== ========== Cash dividends per common share $ .18 $ .17 $ .36 $ .34 ========== ========== ========== ========== Average shares outstanding 30,790 30,866 30,787 30,780 ========== ========== ========== ========== The Notes to Financial Statements are an integral part of this statement.
-4- CONDENSED STATEMENT OF CASH FLOWS TRINOVA CORPORATION (In thousands) (Unaudited)
Six Months Ended June 30 -------------------- 1995 1994 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 55,868 $ 32,598 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 31,231 30,287 Changes in working capital elements, other than debt (45,996) (374) Other (5,285) 4,230 ---------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 35,818 66,741 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (41,870) (26,617) Other (34) 1,149 ---------- ---------- NET CASH USED BY INVESTING ACTIVITIES (41,904) (25,468) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in short-and long-term debt 3,832 (45,696) Cash dividends (10,373) (9,765) Stock issuance under stock plans 449 8,981 ---------- ---------- NET CASH USED BY FINANCING ACTIVITIES (6,092) (46,480) Effect of exchange rate changes on cash 1,743 (2,331) ---------- ---------- DECREASE IN CASH AND CASH EQUIVALENTS (10,435) (7,538) Cash and cash equivalents at beginning of period 27,928 20,534 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,493 $ 12,996 ========== ========== 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 six months ended June 30, 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 In the 1995 second quarter, the estimated annual effective income tax rate was reduced to 26% from 30% as reported in the 1995 first quarter. The rate reduction was attributable to several factors, including the effect of higher projected earnings in lower-tax-rate countries, higher after-tax earnings of investments in unconsolidated affiliates and greater utilization of tax loss carryforwards outside the U.S. for which deferred tax valuation allowances had previously been provided. The change in the estimated annual effective income tax rate increased net income for the 1995 second quarter and six-month period by $3 million, or 10 cents per share. 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 - Accounts Receivable Sold "Changes in working capital elements, other than debt" in the Condensed Statement of Cash Flows includes a $50 million increase in working capital resulting from termination of the Company's program for the sale of accounts receivable. Note 4 - 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 Second Quarter 1995 Compared with Second Quarter 1994 The following data provide highlights for the second quarter 1995 compared with the second quarter 1994. Second Quarter Percent (dollars in thousands, ------------------- Increase except per share data) 1995 1994 (Decrease) ---- ---- ---------- CONSOLIDATED Net sales $501,617 $460,863 8.8% Manufacturing income 130,921 115,426 13.4 Manufacturing margin (%) 26.1 25.0 Operating income 50,579 39,491 28.1 Operating margin (%) 10.1 8.6 Net income 33,280 19,324 72.2 Net income per share 1.11 .66 68.2 INDUSTRIAL Net sales 282,853 247,474 14.3 Operating income 38,883 24,939 55.9 Operating margin (%) 13.7 10.1 Order intake 270,194 263,813 2.4 Order backlog at June 30 192,726 179,397 7.4 AUTOMOTIVE Net sales 133,738 135,058 (1.0) Operating income 9,536 14,144 (32.6) Operating margin (%) 7.1 10.5 AEROSPACE & DEFENSE Net sales 85,026 78,331 8.5 Operating income 8,480 6,120 38.6 Operating margin (%) 10.0 7.8 Order intake 76,138 73,713 3.3 Order backlog at June 30 257,394 269,976 (4.7) Second-quarter 1995 sales increased $40.8 million, or 8.8%, over the 1994 second quarter. Industrial and aerospace & defense sales increased 14.3% and 8.5%, respectively, while automotive sales declined 1%. U.S. sales increased $13.3 million and non-U.S. sales, principally in Europe, increased $27.5 million. Approximately 50% of the non-U.S. sales increase was the result of changes in currency exchange rates, primarily due to the continued weakening of the U.S. dollar compared with other major currencies. -7- Analysis of Operations - Continued Industrial sales increased $35.4 million, or 14.3%, over the 1994 second quarter. U.S. industrial sales, which account for nearly two-thirds of the Company's industrial sales, increased $18.5 million, or 11.5%, over the 1994 second quarter. Non-U.S. industrial sales increased $16.9 million, or 17.5%, over the prior year. Changes in currency exchange rates accounted for nearly $5 million of the non-U.S. industrial sales increase. Second-quarter 1995 sales increased $6.6 million, or 2.4%, over the 1995 first quarter, reflecting continued momentum in the Company's principal industrial markets. Most of this increase was in the U.S. and Asian regions, as European sales were relatively flat compared with the first quarter. Second-quarter 1995 order intake of $270.2 million represented a $6.4 million, or 2.4%, increase over the prior year. Order backlog at June 30, 1995, was $192.7 million, compared with $179.4 million at June 30, 1994. Second-quarter 1995 automotive sales were $1.3 million, or 1%, lower than in the 1994 second quarter. Increased European automotive segment sales, particularly air conditioning and power steering connectors, nearly offset the decline in U.S. automotive segment sales. European automotive sales increased $10.6 million, or 16.9%, over the prior-year period. Nearly $8 million of this increase resulted from changes in currency exchange rates. Demand for automotive connectors in Europe is expected to remain strong throughout the year. U.S. automotive segment sales in the 1995 second quarter declined $11.9 million, or 16.6%, from the 1994 second quarter, reflecting the expected phase out of certain automotive programs as well as continued decline in U.S. auto production. U.S. auto production for the remainder of 1995 is expected to remain at levels lower than the prior year. Aerospace & defense sales increased $6.7 million, or 8.5%, over the 1994 second quarter and also improved over the 1995 first quarter. Although this market remains soft, the Company's aerospace & defense business continues to show a progression of increasing quarterly sales, the result of both winning available new business and displacing competitors on existing programs. Order intake for the second quarter of $76.1 million was $2.4 million, or 3.3%, higher than in the 1994 second quarter. Order backlog of $257.4 million was $12.6 million, or 4.7%, lower than at June 30, 1994. Consolidated manufacturing income and manufacturing margin improved over the 1994 second quarter. Manufacturing income increased $15.5 million, or 13.4%, and manufacturing margin improved from 25% in the 1994 second quarter to 26.1% in the 1995 second quarter. As with the 1995 first quarter, the 1995 second- quarter earnings improvement was led by the industrial segment. Manufacturing income and margin for the industrial segment improved significantly over the 1994 second quarter, principally the result of both increased sales and benefits from restructuring initiatives to improve manufacturing and distribution processes. Manufacturing income and margin for the automotive segment declined from the 1994 second quarter, due to the impact of lower sales in the U.S., the phase out of certain high-margin programs and manufacturing inefficiencies in certain of the U.S. automotive plastics operations. Second-quarter 1995 manufacturing income and margin for European automotive operations increased over the comparable 1994 period. Higher sales -8- Analysis of Operations - Continued and continued cost-containment efforts in the aerospace & defense segment generated second-quarter 1995 manufacturing income and margin exceeding that of the 1994 second quarter. Selling and general administrative and engineering, research and development expenses (operating expenses) were $4.4 million higher than in the 1994 second quarter. However, as a percent of sales, operating expenses declined to 16% in the 1995 second quarter compared with 16.5% in the second quarter of 1994. Increased costs in the 1995 second quarter principally relate to changes in currency exchange rates and provisions for incentive compensation and profit- sharing associated with the higher earnings level. Interest expense in the 1995 second quarter was $542,000 lower than in the 1994 second quarter due to lower average debt levels in 1995. Other expenses - net were $1.8 million lower in the 1995 second quarter compared with the comparable 1994 period primarily due to lower exchange losses in Brazil and higher income from unconsolidated affiliates. Net income for the 1995 second quarter amounting to $33.3 million, or $1.11 per share, was the highest of any quarter in the Company's history and compares with second-quarter 1994 net income of $19.3 million, or 66 cents per share. This represents a 68% increase in net income per share over the 1994 second quarter. In the 1995 second quarter, the estimated annual effective tax rate was reduced to 26% from 30% as reported in the 1995 first quarter. The rate reduction was attributable to several factors, including the effect of higher projected earnings in lower-tax-rate countries, higher after-tax earnings of investments in unconsolidated affiliates and greater utilization of tax loss carryforwards outside the U.S. for which deferred tax valuation allowances had previously been provided. The change in the estimated annual effective income tax rate increased net income for the 1995 second quarter and six-month period by $3 million, or 10 cents per share. 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. -9- Analysis of Operations - Continued Six Months 1995 Compared with Six Months 1994 The following data provide highlights for the first six months of 1995 compared with the first six months of 1994. Six Months Ended June 30 Percent (dollars in thousands, ------------------- Increase except per share data) 1995 1994 (Decrease) ---- ---- ---------- CONSOLIDATED Net sales $1,000,252 $900,694 11.1% Manufacturing income 253,363 223,891 13.2 Manufacturing margin (%) 25.3 24.9 Operating income 91,720 71,883 27.6 Operating margin (%) 9.2 8.0 Net income 55,868 32,598 71.4 Net income per share 1.88 1.12 67.9 INDUSTRIAL Net sales 559,108 480,242 16.4 Operating income 69,090 41,711 65.6 Operating margin (%) 12.4 8.7 Order intake 570,980 517,968 10.2 Order backlog at June 30 192,726 179,397 7.4 AUTOMOTIVE Net sales 273,921 263,622 3.9 Operating income 19,719 28,089 (29.8) Operating margin (%) 7.2 10.7 AEROSPACE & DEFENSE Net sales 167,223 156,830 6.6 Operating income 15,641 12,621 23.9 Operating margin (%) 9.4 8.0 Order intake 156,089 154,853 .8 Order backlog at June 30 257,394 269,976 (4.7) Sales exceeding $1 billion for the first six months of 1995 were a record for the Company and were $99.6 million, or 11.1%, higher than in the comparable 1994 period. U.S. sales increased $34 million, or 5.8%, while non-U.S. sales, principally Europe, increased $65.6 million, or 21%. Nearly $32 million of the non-U.S. sales increase was due to changes in currency exchange rates. Industrial sales for the first six months of 1995 amounting to $559.1 million were also a record and were $78.9 million, or 16.4%, higher than in the comparable 1994 period. Industrial sales in all regions - U.S., Europe, Asia and South America - showed significant percentage gains over the prior year's six-month period. Changes in exchange rates accounted for approximately $12 million of the increase. -10- Analysis of Operations - Continued Automotive sales increased $10.3 million, or 3.9%, over the 1994 six-month period. U.S. automotive segment sales declined $16.7 million, or 11.6%, from the comparable 1994 period. This lower U.S. automotive segment sales volume was the result of the phase out of certain of the Company's U.S. automotive programs and declining auto industry production compared with the prior year. European automotive segment sales, conversely, increased $27 million, or 22.5%, from the prior year's six-month period. Nearly 60% of the European sales increase was due to changes in currency exchange rates. Aerospace & defense sales for the first six months of 1995 were $10.4 million, or 6.6%, greater than the comparable 1994 period. The aerospace & defense segment continues to show modest growth in markets that are still soft. Manufacturing income and margin for the first six months of 1995 improved over the comparable 1994 period, similar to the factors as described for the second quarter. The industrial segment achieved significant gains in manufacturing income and margin over the prior year, benefitting from higher sales and the effects of restructured manufacturing and distribution processes. The aerospace & defense segment recognized more modest increases to manufacturing income and margin, while results for the automotive segment declined, largely due to reduced U.S. volume, program phase-outs and manufacturing inefficiencies. Although lower as a percent of sales, overhead expenses for the 1995 six-month period were $9.6 million, or 6.3%, higher than in the comparable 1994 period. Like the second quarter, overhead expenses for the industrial and aerospace & defense segments were greater in 1995, while overhead expenses for the automotive segment were lower. Interest expense for the 1995 six-month period was $1.3 million lower than in the first six months of 1994, reflecting the effect of lower average debt levels in 1995. Other expenses - net were $4.1 million lower in 1995 due, in part, to lower exchange losses in Brazil during 1995 and higher income from unconsolidated affiliates. Net income for the first six months of 1995 amounting to $55.9 million, or $1.88 per share, was a record for the Company and was $23.3 million, or 76 cents per share, greater than net income for the 1994 first six months. The reduction in the estimated annual effective tax rate from 30% in the first quarter to 26% in the second quarter increased net income for the 1995 six- month period by $3 million, or 10 cents per share. Liquidity, Working Capital and Capital Investment Cash provided by operating activities for the first six months of 1995 totaled $35.8 million, compared with $66.7 million for the six months ended June 30, 1994. 1995 cash provided by operations includes a $50 million increase in working capital resulting from the termination of the Company's program for the sale of accounts receivable. Despite the increasing sales volume, the Company has been able to hold inventory balances at relatively constant levels. 1995 quarterly dividend payments were increased to 18 cents per share from 17 cents per share in 1994. Dividends totaling $10.4 million have been paid in 1995, compared with $9.8 million in the first six months of 1994. -11- Liquidity, Working Capital and Capital Investment - Continued Debt payments for the first six months of 1995 totaled $3.8 million. The debt-to-capitalization ratio (debt divided by debt plus equity) declined from 42.6% at December 31, 1994, to 38.7% at June 30, 1995. 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 borrowing and, to the extent not so utilized, provide domestic borrowing capacity. The remaining borrowing capacity under this agreement at June 30, 1995, was $170.7 million. In addition to this agreement, the Company has uncommitted arrangements with various banks to provide short-term financing as necessary. The Company expects that cash flow from operations for the remainder of the year will be sufficient to meet normal operating requirements. -12- TRINOVA CORPORATION 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 exhibits are filed as part of Part II: Exhibit (10)-11 TRINOVA Corporation Supplemental Benefit Plan (amended and restated July 18, 1995, but effective January 1, 1995) 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 -13- Item 6. Exhibits and Reports on Form 8-K - Continued 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 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) -14- Item 6. Exhibits and Reports on Form 8-K - Continued 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 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 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 June 30, 1995. -15- 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 ----------------------------------------- August 10, 1995 Darryl F. Allen Chairman, President and Chief Executive Officer (Principal Executive Officer) By /S/ DAVID M. RISLEY August 10, 1995 ----------------------------------------- David M. Risley Vice President - Finance and Chief Financial Officer (Principal Financial Officer) -16- 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 -17- 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) (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 -18- EXHIBIT INDEX - Continued Exhibit No. Page No. (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 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 (10)-11 TRINOVA Corporation Supplemental Benefit Plan 20 (amended and restated July 18, 1995, but effective January 1, 1995) (11) Statement re: Computation of Per Share Earnings 26 (27) Financial Data Schedule 27 (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 -19- EX-10 3 EXHIBIT 10 EXHIBIT (10)-11 TRINOVA CORPORATION SUPPLEMENTAL BENEFIT PLAN Effective: January 1, 1976 Restatement Date: July 18, 1995, but Effective January 1, 1995 1. TRINOVA Corporation ("Company") previously established the TRINOVA Corporation Supplemental Benefit Plan ("Plan") for the sole purpose of providing benefits for certain employees in excess of the limitation on contributions and benefits imposed by the Internal Revenue Code upon the Company's qualified employee pension benefit plans. The Plan was last amended and restated on May 31, 1995, but effective as of January 1, 1995. The Company hereby further amends and restates the Plan effective as of January 1, 1995, superseding in its entirety all prior amendments and restatements thereof. 2. Each of the following persons ("Participant") shall participate in the Plan: (a) Any person who is a full-time employee of the Company (or of any of its affiliates which adopts the Plan in writing with the consent of the Company, such affiliate being hereinafter referred to as a "Sponsoring Affiliate"), and whose benefits under the qualified defined benefit plans sponsored by the Company or by any of such Sponsoring Affiliates are, as a result of the application of section 401(a)(17) and/or section 415 of the Internal Revenue Code of 1986, as amended ("Code"), less than the amount otherwise payable from such defined benefit plans in the absence of the limitations in such sections. (b) Any person who is a full-time employee of the Company (or of any of such Sponsoring Affiliates), and whose allocations under the qualified defined contribution plans sponsored by the Company or by any of such Sponsoring Affiliates are, as a result of the application of section 401(a)(17) and/or section 415 of the Code, less than the amount which could otherwise be allocated to his or her account in such defined contribution plans in the absence of the limitations in such sections. 3. With respect to each Participant described in paragraph 2(a), benefits payable under the Plan shall be an amount equal to the difference between (a) the amount which would be payable to the Participant under the appropriate qualified defined benefit plan in which he or she participates in the absence of the limitations in section 401(a)(17) and/or section 415 of the Code and (b) the amount payable to the Participant under the qualified defined benefit plan sponsored by the Company or by the Sponsoring Affiliate in which he or she participates. In calculating the amount which would have been payable to a Participant under the qualified defined benefit plan in which he -20- or she participates in the absence of the limitations in section 401(a)(17) and/or section 415 of the Code, his or her annual compensation and earnings (as those terms are defined in the qualified defined benefit plan in which he or she participates) shall be deemed to include (1) any amounts the Participant has deferred under the Company's Voluntary Deferred Compensation Plan, and (2) any bonuses or other compensation earned but not paid to the Participant during the year solely because his or her current compensation was limited to the maximum amount deductible under section 162(m) of the Code. 4. With respect to each Participant described in paragraph 2(b), an allocation shall be credited each year to an account in such Participant's name on the records of the Company as of the date such allocation would have been made to the qualified defined contribution plan in which he or she participates in the absence of the limitations in section 401(a)(17) and/or section 415 of the Code, in an amount equal to the difference between (a) the amount which could have been allocated to such Participant's account in the qualified defined contribution plan in which he or she participates in the absence of the limitations in section 401(a)(17) and/or section 415 of the Code and (b) the amount actually allocated to his or her account in such qualified defined contribution plan. Subject to paragraph 5 hereof, each Participant's account under the Plan will also be credited with interest as of the last day of each calendar quarter equal to two percentage points in excess of the Moody's Corporate Bond Yield Average, determined as of the last day of the quarter, or such other interest rate as may be established by the Organization and Compensation Committee of the Board of Directors of the Company for such purpose. A separate account shall be maintained on the records of the Company and Sponsoring Affiliate in the name of each Participant for each qualified defined contribution plan sponsored by such entity in which the Participant participates. In calculating the amount which would have been allocated to such Participant's account in the qualified defined contribution plan in which he or she participates in the absence of the limitations in section 401(a)(17) and/or section 415 of the Code, his or her annual compensation and earnings (as those terms are defined in the qualified defined contribution plan in which he or she participates) shall be deemed to include (1) any amounts the Participant has deferred under the Company's Voluntary Deferred Compensation Plan, and (2) any bonuses or other compensation earned but not paid to the Participant during the year solely because his or her current compensation was limited to the maximum amount deductible under section 162(m) of the Code. 5. The Company and each Sponsoring Affiliate shall establish an irrevocable grantor trust ("Rabbi Trust") to which the Company and its Sponsoring Affiliates (as the case may be) may, at the sole discretion of their respective boards of directors, make contributions for the purpose of satisfying all or a portion of their obligations under the Plan. Any benefits paid from such Rabbi Trust shall reduce the amount of the benefits payable hereunder by the Company or its Sponsoring Affiliate (as the case may be) from its general corporate assets. In addition, to the extent any benefits become payable to a Participant pursuant to the terms of a split dollar supplemental offset plan established by the Company or any Sponsoring Affiliate (including the vesting of a Participant's interest in a life insurance policy purchased under such a plan), the value of such benefits shall reduce the amount of any benefits otherwise payable hereunder by the Company or any Sponsoring Affiliate. -21- Notwithstanding the final paragraph of paragraph 4 hereof, if the Company or Sponsoring Affiliate makes a contribution to such Rabbi Trust, earnings credited to each Participant's accounts described in paragraph 4 hereof from and after the date of the contribution shall not be determined under paragraph 4 hereof, but rather shall be based on the investment performance of the Rabbi Trust. Furthermore (and notwithstanding any provision herein to the contrary), the Company and each Sponsoring Affiliate shall contribute to the Rabbi Trust that aggregate amount calculated pursuant to paragraph 6 hereof within ten days of a Change in Control. A "Change in Control" shall have occurred for purposes of the Plan if any of the following events shall occur: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock immediately prior to such transaction; (ii) If the Company sells all or substantially all of its assets to any other corporation or other legal person, less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock immediately prior to such sale; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any Person has become the Beneficial Owner of 20 percent or more of the Voting Stock; (iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or (v) If during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two- thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period. Notwithstanding the foregoing provisions of subparagraph (iii) or subparagraph (iv) hereof, a "Change in Control" shall not be deemed to have occurred for purposes hereof solely because (i) the Company, (ii) an entity in which the -22- Company directly or indirectly beneficially owns 50 percent or more of the voting securities, or (iii) any employee stock ownership plan sponsored by the Company, operating company or affiliate (as the case may be) or any other employee benefit plan of the Company, operating company or affiliate, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Securities Exchange Act of 1934, as amended ("Exchange Act"), disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20 percent or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership. For purposes of the foregoing (a) "Beneficial Owner" of Voting Stock shall mean any Person who would be deemed to beneficially own such Voting Stock within the meaning of Rule 13d-3 promulgated under the Exchange Act, or any successor rules or regulations thereto. (b) "Person" shall mean any "person," as the term "person" is used and defined in Section 14(d)(2) of the Exchange Act, and any "affiliate" or "associate" of any such person, as the terms "affiliate" and "associate" are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date hereof. (c) "Voting Stock" shall mean all outstanding securities of the Company entitled to vote generally in the election of directors of the Company at the time in question. 6. The amount to be contributed to the Rabbi Trust in the event of the occurrence of a Change in Control (as defined in paragraph 5 hereof) shall be (a) the sum of (1) the value (determined as of the date the Change in Control occurs) of all vested benefits accrued to Participants in the defined contribution portion of the Plan as well as the value of all vested benefits in pay status to beneficiaries in the defined contribution portion of the Plan and (2) the amount necessary to purchase annuities which will provide Participants (as well as beneficiaries whose benefits are in pay status) with the vested benefits they have accrued in the defined benefit portion of the Plan as of the date the Change in Control occurs, less (b) any amounts previously contributed with respect to such Participants and such beneficiaries to the Rabbi Trust. To the extent that the Company or any Sponsoring Affiliate has entered into a split dollar supplemental offset plan agreement on behalf of any Participant, the amount to be contributed to the Rabbi Trust shall also be reduced by the value of such Participant's vested interest in the policy purchased under such supplemental offset plan agreement. 7. Benefits under the Plan shall be payable from those assets which are subject to the claims of general creditors of the Company and its Sponsoring Affiliates or from the Rabbi Trust at such time or times, and shall be subject to the same terms and conditions as if being paid pursuant to the appropriate underlying qualified plan. However, notwithstanding the -23- foregoing, if the employment of a Participant terminates (either voluntarily or involuntarily) following the occurrence of a Change in Control (as defined in paragraph 5 hereof) but prior to the Participant's attainment of the age at which benefits would be payable to him or her under the qualified defined benefit plan sponsored by the Company or a Sponsoring Affiliate in which the Participant participates, upon written request by the Participant to the Company or Sponsoring Affiliate, as the case may be, which previously employed the Participant, such entity shall direct the trustee of the Rabbi Trust to purchase an annuity contract providing such Participant with benefits payable at such time or times, in such manner and in such amounts as would have otherwise been payable hereunder, and to deliver such annuity contract to the Participant within ten days of the date of such request or within ten days of the occurrence of the funding described in paragraph 6 hereof, whichever occurs later. Any payments to a Participant under such annuity contract shall fully discharge the payment obligations under the Plan with respect to such payments. Upon the death of the Participant, any balance in the Participant's account under paragraph 4 shall be paid to the Participant's beneficiary in the same manner and at the same time as any death benefits payable to the Participant's beneficiary under the Company's Retirement Savings and Profit- Sharing Plan, and any survivor benefit payable with respect to the benefits under paragraph 3 shall be paid to the Participant's beneficiary in the same manner as the equivalent survivor benefit under the applicable defined benefit plan maintained by the Company (or a Sponsoring Affiliate). For purposes hereof, the beneficiary shall be determined by reference to the beneficiary designation form completed by the Participant for the Company's Retirement Savings and Profit-Sharing Plan or, if none, by reference to the provisions of said Plan. 8. Except to the extent that a Participant or former Participant may designate a beneficiary to receive any payment to be made following his or her death and except by will or the laws of descent and distribution, no rights under this Plan shall be assignable, transferrable or subject to encumbrance or charge of any nature. No claim for the nonpayment or erroneous payment of benefits hereunder may be made other than by the Participant or former Participant or by his or her estate acting on his or her behalf. 9. If a former Participant who is receiving (or is eligible to begin receiving) benefits under the Plan has a mental or physical condition which the Administrative Committee, in its sole discretion based on medical evidence it deems acceptable, determines will prevent such person from satisfactorily managing his or her personal financial affairs, the Administrative Committee may direct any and all of the benefits to which the former Participant may be entitled to be paid in any one or more of the following ways: (a) to the former Participant, or (b) to the former Participant's legal guardian or conservator, or (c) to the former Participant's spouse, (d) or to any other individual or entity to be expended for the benefit of the former Participant. -24- Such payment shall be in complete satisfaction of the Company's obligations under the Plan. 10. The Company or its Sponsoring Affiliate may at any time amend, suspend or terminate the Plan in whole or in part with respect to its own employees, but such action shall not reduce the amount of benefits or income previously credited to the account of any Participant or former Participant. 11. Nothing contained herein shall be construed as a guarantee of employment nor as a limitation on the right to terminate the employment of any Participant in the Plan, either with or without cause. 12. The Plan shall be administered by the TRINOVA Corporation Administrative Committee. 13. The Plan is established under and shall be construed according to the laws of the State of Ohio. The foregoing has been approved by and is being executed on behalf of TRINOVA Corporation effective as of January 1, 1995. TRINOVA CORPORATION By /S/ WILLIAM R. AMMANN William R. Ammann, Vice President - Administration and Treasurer -25- EX-11 4 EXHIBIT 11 EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS TRINOVA CORPORATION (In thousands, except per share data)
Three Months Ended Six Months Ended June 30 June 30 ------------------ ------------------- 1995 1994 1995 1994 ---- ---- ---- ---- AVERAGE SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING (NOTE A) Average shares outstanding 28,815 28,745 28,812 28,659 Assumed conversion of the 6% convertible debentures 1,905 1,905 1,905 1,905 Net effect of dilutive stock options based upon treasury stock method using average market price 70 216 70 216 --------- ---------- ---------- ---------- Average shares of common stock and common stock equivalents outstanding 30,790 30,866 30,787 30,780 ========== ========== ========== ========== INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A) Net income $ 33,280 $ 19,324 $ 55,868 $ 32,598 After-tax equivalent of interest expense on the 6% convertible debentures 930 930 1,860 1,860 ---------- ---------- ---------- ---------- Income attributable to common stock $ 34,210 $ 20,254 $ 57,728 $ 34,458 ========== ========== ========== ========== Net Income per Share $ 1.11 $ .66 $ 1.88 $ 1.12 ========== ========== ========== ========== 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.
-26 EX-27 5 ARTICLE 5 FINANCIAL DATA SCHEDULE FOR FORM 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 6-MOS DEC-31-1995 JUN-30-1995 17,493 0 340,238 14,468 225,704 612,408 917,306 525,701 1,089,460 312,280 235,814 144,111 0 0 238,911 1,089,460 1,000,252 1,000,252 746,889 746,889 0 0 9,906 75,468 19,600 55,868 0 0 0 55,868 1.88 1.88