-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QcbvR1u/IQtUMdKxd6hzTeWdoRwfnpmcUrtdnaltWAUC18MhlgAI5jzggby8Xuho Ol0iOhVKlMIoqCyQntmvvQ== 0000059198-98-000011.txt : 19980508 0000059198-98-000011.hdr.sgml : 19980508 ACCESSION NUMBER: 0000059198-98-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980507 EFFECTIVENESS DATE: 19980507 SROS: CSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROQUIP-VICKERS INC 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: S-8 SEC ACT: SEC FILE NUMBER: 333-52039 FILM NUMBER: 98612486 BUSINESS ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198672200 MAIL ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: TRINOVA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD CO DATE OF NAME CHANGE: 19860814 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD GLASS CO DATE OF NAME CHANGE: 19681004 S-8 1 As filed with the Securities and Exchange Commission on May 7, 1998 Registration No. ________________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _______________________________ AEROQUIP-VICKERS, INC. (Exact Name of Registrant as Specified in Its Charter) OHIO 34-4288310 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 3000 Strayer, Maumee, Ohio 43537-0050 (Address of Principal Executive Offices Including Zip Code) AEROQUIP-VICKERS, INC. DIRECTORS' RETIREMENT PLAN, AS AMENDED (Full Title of the Plan) James E. Kline Vice President and General Counsel Aeroquip-Vickers, Inc. 3000 Strayer Maumee, Ohio 43537-0050 (Name and Address of Agent For Service) (419) 867-2200 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE ============================================================================== Proposed Proposed Title of Maximum Maximum Aggregate Amount of Securities to Amount to be Offering Price Offering Registration be Registered Registered Per Share (1) Price (1) Fee ______________________________________________________________________________ Common Shares, 10,000 $62.78 $627,800 $191.00 $5 par value per share ============================================================================== (1) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on April 30, 1998, within five business days prior to filing. This document contains 22 pages. The Exhibit Index appears on page 9. -2- Part II Item 3. Incorporation of Documents by Reference The following documents previously filed by Aeroquip-Vickers, Inc., formerly named TRINOVA Corporation (the "Registrant"), with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (1) the Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (2) the description of the Registrant's Common Shares, par value $5 per share (the "Common Shares") contained in the Registration Statement filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") for purposes of registering such securities thereunder, and any amendments and reports filed for the purpose of updating that description; and (3) the description of the Registrant's Common Share Rights contained in the Registration Statement on Form 8-A filed January 27, 1989. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel The legal opinion included herewith regarding the legality of the Common Shares registered hereby is given by James E. Kline, Vice President and General Counsel of the Registrant. Beside being an officer and employee of the Registrant, Mr. Kline has beneficial ownership of 19,008 Common Shares of the Registrant. -3- Item 6. Indemnification of Directors and Officers Under Article IV of the Registrant's Amended Code of Regulations, by authority of Section 1701.13(E) of the Ohio Revised Code, the Registrant is obligated to indemnify directors, officers and salaried employees against liabilities, fines, penalties or amounts paid in settlement actually and reasonably incurred in connection with the defense of any pending or threatened action, suit or proceeding to which they are or may be a party by reason of service to or at the request of the Registrant provided that they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, for certain claims, that certain other determinations have been made. A copy of the Amended Code of Regulations was filed as an Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and is incorporated herein by reference. Section 1701.13(E) of the Ohio Revised Code itself provides for mandatory indemnification of directors and officers of an Ohio corporation under certain circumstances. The Registrant also maintains directors' and officers' liability insurance which pays, subject to policy limitations and retentions, for loss arising from any claim against a director or officer of the Registrant or any of its wholly-owned subsidiaries by reason of a wrongful act done in his or her respective capacity, including breaches of duty, neglect, errors, misstatements, misleading statements and omissions. An act brought about or contributed to by dishonesty is excluded, as is an accounting for profits made from the purchase or sale of the Registrant's securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934. Item 7. Exemption from Registration Claims Not Applicable. Item 8. Exhibits 4(a) Amended Articles of Incorporation (amended April 17, 1997) of the Registrant (filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4(b) Amended Code of Regulations (amended April 21, 1988) of the Registrant (filed as Exhibit 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference). 4(c) Aeroquip-Vickers, Inc. Aeroquip-Vickers, Inc. Directors' Retirement Plan, as Amended. -4- 4(d) Rights Agreement, dated January 26, 1989, by and between the Registrant (formerly named TRINOVA Corporation) and First Chicago Trust Company of New York (filed as Exhibit 2 to Form 8-A filed January 27, 1989 and incorporated herein by reference), as amended by the First Amendment to Rights Agreement (filed as Exhibit 5 to Form 8 filed on July 1, 1992 and incorporated herein by reference). 5 Opinion as to the legality of the securities being registered. 23(a) Consent of Independent Auditors. 23(b) The consent of counsel concerning use of the legal opinion as an exhibit to this Registration Statement is included in the opinion filed herewith as Exhibit 5. 24 Power of Attorney. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in -5- periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maumee, State of Ohio, on May 4, 1998. AEROQUIP-VICKERS, INC. By: /S/ DARRYL F. ALLEN Darryl F. Allen, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 4, 1998. Signature Title /S/ DARRYL F. ALLEN Director, Chairman of the Board, Darryl F. Allen President and Chief Executive Officer (Principal Executive Officer) /S/ DAVID M. RISLEY Vice President-Finance and David M. Risley Chief Financial Officer (Principal Financial Officer) /S/ GREGORY R. PAPP Corporate Controller Gregory R. Papp (Principal Accounting Officer) *PURDY CRAWFORD Director Purdy Crawford *JOSEPH C. FARRELL Director Joseph C. Farrell -7- *DAVID R. GOODE Director David R. Goode *PAUL A. ORMOND Director Paul A. Ormond *JOHN P. REILLY Director John P. Reilly *WILLIAM R. TIMKEN, JR. Director William R. Timken, Jr. *By James E. Kline, Attorney-in-fact /S/ JAMES E. KLINE James E. Kline, Vice President and General Counsel -8- EX-99 2 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE NO. 4(a) Amended Articles of Incorporation (amended Incorporated April 17, 1997) of the Registrant (filed as herein by Exhibit 3 to the Registrant's Quarterly Report reference on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference). 4(b) Amended Code of Regulations (amended April 21, Incorporated 1988) of the Registrant (filed as Exhibit 3 to herein by the Registrant's Annual Report on Form 10-K reference for the year ended December 31, 1997 and incorporated herein by reference). 4(c) Aeroquip-Vickers, Inc. Directors' Retirement 10-18 Plan, as Amended. 4(d) Rights Agreement, dated January 26, 1989, by Incorporated and between the Registrant (formerly named herein by TRINOVA Corporation) and First Chicago Trust reference Company of New York (filed as Exhibit 2 to Form 8-A filed January 27, 1989 and incorporated herein by reference), as amended by the First Amendment to Rights Agreement (filed as Exhibit 5 to Form 8 filed on July 1, 1992 and incorporated herein by reference). 5 Opinion as to the legality of the securities being 19-20 registered. 23(a) Consent of Independent Auditors. 21 23(b) The consent of counsel concerning use of the Incorporated legal opinion as an exhibit to this Registration herein by Statement is included in the opinion filed reference herewith as Exhibit 5. 24 Power of Attorney. 22 -9- EX-4 3 EXHIBIT 4(c) AEROQUIP-VICKERS, INC. DIRECTORS' RETIREMENT PLAN Effective: January 1, 1985 Restatement Date: January 1, 1998 1. Purpose. Aeroquip-Vickers, Inc. ("Company," formerly known as TRINOVA Corporation) hereby restates the TRINOVA Corporation Directors' Retirement Plan ("1990 Plan") as the Aeroquip-Vickers, Inc. Directors' Retirement Plan ("Plan"). The purpose of the Plan is to recognize the valuable services provided and to be provided by its current nonofficer directors. The effective date of the 1990 Plan is January 1, 1998. 2. Eligibility. Each person ("Participant") who served on the Board of Directors of the Company ("Board of Directors") between January 1, 1990 and December 31, 1997, and who was not an officer of the Company, shall participate in the Plan. No director first elected to serve on the Board of Directors after December 31, 1997 shall be eligible to participate in the Plan. 3. Benefits for Directors Retiring Before 1998. Benefits shall continue to be payable under the Plan to each Participant who retired from the Board of Directors prior to January 1, 1998 in accordance with article 9 of the Company's by-laws or who, with the concurrence of the Board of Directors, resigned prior to January 1, 1998 for health or other reasons beyond such person's control. Such benefits shall be the same benefits payable under the 1990 Plan and shall be payable monthly, commencing on the first day of the month following such Participant's retirement (or resignation, as provided herein) from the Board of Directors and ending with the payment for the month in which such Participant's death occurs, provided, however, that in no event shall the aggregate number of payments exceed the lesser of 120 or the number of months such Participant served as a nonofficer director of the Company. The monthly benefits payable to Participants who had retired prior to January 1, 1998 under the terms of the 1990 Plan, and the period for which such benefits will continue to be payable, are set forth in the listing attached hereto as -10- Exhibit A. Such benefit payments shall be made from assets of the Company that are subject to the claims of general creditors, subject, however, to the provisions of paragraph 6 hereof. 4. Deferred Stock Units for Directors Retiring After 1997. The Company shall create an unfunded bookkeeping account ("Account") for each Participant who has not retired by January 1, 1998, which Account shall be credited with bookkeeping entries equivalent to shares of the Company's common stock ("Stock Units"). These Accounts shall be credited with an initial grant of Stock Units as of January 1, 1998 to compensate Participants who had not retired by January 1, 1998 for waiving the benefits they might otherwise be entitled to receive pursuant to paragraph 3 of the 1990 Plan, and with additional Stock Units each time thereafter the Company pays a dividend. When a Participant retires from the Board of Directors after December 31, 1997 in accordance with article 9 of the Company's by-laws, or resigns after such date with the concurrence of the Board of Directors for health or other reasons beyond the Participant's control, the Participant shall be entitled to receive a distribution based on the Stock Units accumulated in his or her Account, as described below. For each Participant who has not retired by January 1, 1998, the initial number of Stock Units to be credited to his or her Account shall be determined by calculating the actuarial present value of the benefits the Participant would have been entitled to receive pursuant to paragraph 3 of the 1990 Plan had he or she retired from his or her service on the Board of Directors on December 31, 1997, and then dividing this actuarial present value by $50.2969 (the average closing end of month price of the Company's Common Stock for September through December, 1997). The actuarial assumptions used to determine the actuarial present value of each Participant's benefits shall be determined by the Organization and Compensation Committee ("Committee") of the Board of Directors. The number of Stock Units initially credited to each Participant's Account is set forth in Exhibit B. For each dividend declared by the Company with a payment date after January 1, 1998 and on or before the date of the Participant's retirement from -11- the Board of Directors, the Participant's Account shall be credited with additional Stock Units as of each such dividend payment date. The number of Stock Units credited to the Participant's Account shall be determined as follows: (i) In the case of a cash dividend declared on the Common Stock, the number of Stock Units credited shall be equal to (a) the dividend declared per share of common stock, multiplied by (b) the number of Stock Units previously credited to the Participant's account, divided by (c) the fair market value of a share of common stock on such dividend payment date; (ii) In the case of a stock dividend declared on the common stock, the number of Stock Units credited shall equal (a) the dividend declared per share of common stock, multiplied by (b) the number of Stock Units previously credited to the Participant's Account. The number of Stock Units credited to Participant's Accounts as a result of the payment of such dividends shall be rounded to the nearest one-hundredth of a Stock Unit. When a Participant retires or, if earlier, when he or she attains age 70, the Participant shall be entitled to receive a distribution in a lump sum or in five annual installments, as elected by the Participant no sooner than 12 months before the distribution is made or, in the case of annual installments, commences. The distribution in the form of a lump sum payment shall consist of a number of shares of the Company's common stock equal to the number of Stock Units the Participant has accumulated in his or her Account, rounded to the next lower increment of 100-share multiples, with the remaining Stock Units converted to cash at the closing price quoted for the common stock on the last trading day preceding the date of the distribution before being paid. In the case of annual installments, each such distribution shall consist of a number of shares of the Company's common stock equal to the number of Stock Units the Participant has accumulated in his or her Account, rounded to the next lower increment of 100-share multiples and divided by five, with the remaining Stock Units converted to cash at the closing price quoted for the common stock on the last trading day preceding the date of the final distribution before being paid. -12- If a Participant dies before receiving the entire distribution required by this paragraph 4, such beneficiary as the Participant may have designated in a writing filed with the Committee shall receive a distribution in a lump sum consisting of a number of remaining shares of the Company's common stock equal to the number of Stock Units the Participant had accumulated in his or her Account as of the date of death, rounded to the next lower increment of 100-share multiples, with the remaining Stock Units converted to cash at the closing price quoted for the common stock on the last trading day preceding the date of the distribution before being paid. In the absence of such a writing filed with the Committee, such lump sum payment shall be made in the manner provided herein to the estate of the deceased Participant. The Company shall take such steps as may be necessary or desirable to register the shares of common stock issuable pursuant to the Plan under the Securities Act of 1933, as amended, and to satisfy the requirements of the New York Stock Exchange with respect to such shares. 5. Rabbi Trust and Changes in Control. The Company shall establish an irrevocable grantor trust ("Rabbi Trust") to which the Company may, at the sole discretion of its Board of Directors, make contributions for the purpose of satisfying all or a portion of the Company's obligations under the Plan. Any benefits paid from such Rabbi Trust to a Participant shall reduce the amount of the benefits payable hereunder by the Company from its general corporate assets. Furthermore, and notwithstanding any provision herein to the contrary, the Company 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; -13- (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 Company directly or indirectly beneficially owns 50 percent or more of the voting securities, or (iii) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, 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 (the "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. -14- (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. Funding of Trust on Change in Control. 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 the sum of (a) the amounts necessary to purchase annuities to provide Participants who retired before January 1, 1998 with the remaining benefits they are entitled to receive pursuant to paragraph 3 hereof as of the date the Change in Control occurs, and (b) sufficient shares of the Company's common stock or other liquid assets with a value not less than the fair market value of the Stock Units accumulated in Participants' Accounts pursuant to paragraph 4 hereof as of the date the Change in Control occurs. 7. Consulting Duties of Retired Participants. As a condition of participation in the 1990 Plan and in the Plan, upon and after a Participant's retirement from the Board of Directors, such Participant shall remain available at any reasonable time and from time to time to advise and to consult with the Chief Executive Officer of the Company and also with the Chairman of the Board of Directors of the Company (if such person is not also the Chief Executive Officer). 8. Noncompetition. The obligation of the Company to make or continue payments under the Plan shall be subject to the condition that the Participant shall not engage, either directly or indirectly, in any activity which is competitive with any activity of the Company, it being understood that in the event of a breach by the Participant or former Participant of the foregoing condition, the Company shall not be obligated to make any payment or payments hereunder coming due subsequent to the occurrence of such breach. The Committee, upon prior written request of a Participant or former Participant, may waive the condition specified above with respect to noncompetition if, -15- based upon all of the relevant circumstances, in the sole judgment of the Committee, the granting of such a waiver is justified. 9. Nonassignability. No rights under the Plan shall be assignable, transferable 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. 10. Facility of Payment. If a Participant who is receiving benefits or is eligible to begin receiving benefits under the Plan is under a legal disability, as determined in the sole discretion of the Committee, the Committee may direct any or 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 or to any other individual or entity to be expended for the benefit of the former participant. 11. Amendment and Termination. The Board of Directors may at any time amend, suspend or terminate the Plan in whole or in part, but such action shall not affect the right of any Participant or former Participant to receive benefits accrued hereunder prior to the date of such action. 12. Administration. The Plan shall be administered by the Committee. Each member of the Committee shall serve at the pleasure of the Committee and may be removed at any time, with or without cause, by such Committee. 13. Governing Law. 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 Aeroquip-Vickers, Inc. effective as of January 1, 1998. AEROQUIP-VICKERS, INC. By: _______________________________ -16- EXHIBIT A MONTHLY BENEFITS PAYABLE FROM PLAN (as of January, 1998) Date of Final Name of Director Monthly Benefit Monthly Payment -17- EXHIBIT B INITIAL NUMBER OF STOCK UNITS TO BE CREDITED AS OF JANUARY 1, 1998 Initial No. of Name of Director Stock Units -18- EX-5 4 EXHIBIT 5 [LETTERHEAD OF AEROQUIP-VICKERS, INC.] May 4, 1998 Aeroquip-Vickers, Inc. 3000 Strayer Maumee, OH 43537 Re: Registration Statement on Form S-8 Dear Sirs: As Vice President and General Counsel of Aeroquip-Vickers, Inc. (the "Company"), I have acted as counsel to the Company in connection with the Company's preparation of a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 10,000 Common Shares of the Company, $5.00 par value per share (the "Covered Shares"), that are available for issuance under the Aeroquip-Vickers, Inc. Directors' Retirement Plan, as amended (the "Plan"). In so acting, I have supervised other members of the Company's legal department and outside counsel who have performed work in connection with the Registration Statement. I and other members of the Company's legal department and such outside counsel have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates, and other instruments, and have made such other investigations, as in our judgment are necessary or appropriate to enable me to render the opinion expressed below. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, and the genuineness of all signatures. Based upon the foregoing, I am of the opinion that the Covered Shares, when issued pursuant to the Plan, will be legally and validly issued, fully paid and non-assessable Common Shares of the Company. -19- I consent to the use of this opinion as an exhibit to the Registration Statement. Sincerely, /S/ JAMES E. KLINE James E. Kline Vice President and General Counsel -20- EX-23 5 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Aeroquip-Vickers, Inc. Directors' Retirement Plan, as amended of our reports dated January 21, 1998, with respect to the consolidated financial statements of Aeroquip-Vickers, Inc. and subsidiaries incorporated by reference in its Annual Report (Form 10-K), for the year ended December 31, 1997 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP Toledo, Ohio May 6, 1998 -21- EX-24 6 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Aeroquip-Vickers, Inc., an Ohio corporation (the "Company"), hereby constitutes and appoints Darryl F. Allen, James E. Kline and William R. Ammann, and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, with full power of substitution and revocation, for him and in his name, place and stead, to sign on his behalf as a director of the Company a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Aeroquip-Vickers, Inc. Directors' Retirement Plan, and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 22nd day of January, 1998. /S/ PURDY CRAWFORD /S/ PAUL A. ORMOND Purdy Crawford Paul A. Ormond Director Director /S/ JOSEPH C. FARRELL /S/ JOHN P. REILLY Joseph C. Farrell John P. Reilly Director Director /S/ DAVID R. GOODE /S/ WILLIAM R. TIMKEN, JR. David R. Goode William R. Timken, Jr. Director Director -22- -----END PRIVACY-ENHANCED MESSAGE-----