<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
VOLUNTARY INVESTMENT PENSION PLAN
FOR HOURLY EMPLOYEES OF THE TIMKEN COMPANY
(Full title of the plan)
Larry R. Brown
Vice President and General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(216) 438-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share price fee
Common Stock 100,000 $36.125(2) $3,612,500(2) $1,245.69
without par shares
value
<PAGE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate
amount of interests to be offered pursuant to the Voluntary
Investment Pension Plan for Hourly Employees of The Timken
Company.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933,
this estimate is made solely for the purpose of calculating
the amount of the registration fee and is based on the
average of the high and low prices of the Common Stock on
the New York Stock Exchange on August 12, 1994.
<PAGE>
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Timken
Company (the "Company") and the Voluntary Investment Pension Plan
for Hourly Employees of The Timken Company (the "Plan") with the
Securities and Exchange Commission are incorporated herein by
reference:
(1) Annual Report of the Company on Form 10-K for
the fiscal year ended December 31, 1993;
(2) Annual Report of the Plan on Form 11-K
(including Financial Statements and Schedules
thereto filed under cover of Form SE) for the
fiscal year ended December 31, 1993;
(3) Quarterly Reports of the Company on Form 10-Q
for the fiscal quarters ended March 31, 1994,
and June 30, 1994;
(4) The description of the Company's common stock
without par value (the "Common Shares")
contained in the Company's Registration
Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 and any
amendments and reports filed for the purpose of
updating that description; and
(5) The description of certain rights associated
with the Common Shares that is contained in the
Rights Agreement dated as of December 18, 1986,
as amended and restated on February 1, 1991,
between the Company and First Chicago Trust
Company of New York (formerly Morgan Shareholder
Services Trust Company), which was filed with
the Company's Current Report on Form 8-K dated
February 1, 1991, and any amendments and
reported filed for the purpose of updating that
description.
All documents that shall be filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
registration statement and prior to the filing of a post-
effective amendment indicating that all securities offered under
the Plan have been sold or deregistering all securities then
remaining unsold thereunder shall be deemed to be incorporated
herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article IV of the Company's Amended Code of
Regulations provides that the Company shall indemnify its
directors, officers and employees, and may indemnify its agents,
to the fullest extent permitted by law under prescribed
conditions and subject to various qualifications. Article IV of
the Company's Amended Code of Regulations is set forth in Exhibit
4(b) hereto and is incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio
Revised Code relating to indemnification of directors, officers,
employees and agents of an Ohio corporation.
The Company has entered into contracts with certain of its
directors and officers that indemnify them against many of the
types of claims that may be made against them. The Company also
maintains insurance coverage for the benefit of directors and
officers with respect to many types of claims that may be made
against them, some of which may be in addition to those described
in Article IV of the Company's Amended Code of Regulations.
ITEM 8. EXHIBITS.
4(a) Amended Articles of Incorporation of the Company
(filed as Exhibit 4(a) to Registration Statement
No. 33-50609 and incorporated herein by reference)
(b) Amended Code of Regulations of the Company (filed
as Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1992, and incorporated herein by reference)
(c) Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company
(d) Rights Agreement dated December 18, 1986 , as
amended and restated on February 1, 1991, between
the Company and First Chicago Trust Company of New
York (formerly Morgan Shareholder Services Trust
Company) (filed with the Company's Current Report
on Form 8-K dated February 1, 1991, and
incorporated herein by reference)
5 Opinion of Counsel
23(a) Consent of Independent Auditors
(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
UNDERTAKING:
<PAGE> The undersigned registrant has submitted the
Plan and will submit any amendments thereto to the
Internal Revenue Service and will make all changes
required by the Internal Revenue Service in order to
qualify the Plan.
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 of 1933; (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 registration statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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 of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
<PAGE>the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 THIS
REGISTRATION STATEMENT 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 CANTON,
STATE OF OHIO, ON THIS 16TH DAY OF AUGUST 1994.
THE TIMKEN COMPANY
By: /s/ G. E. Little
G. E. Little
Vice President - Finance
<PAGE>
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
*W. R. Timken, Jr. Chairman - Board of August 16, 1994
W. R. Timken, Jr. Directors; Director
*Joseph F. Toot, Jr. President and Chief August 16, 1994
Joseph F. Toot, Jr. Executive Officer;
Director
*Robert Anderson Director August 16, 1994
Robert Anderson
*Peter J. Ashton Director; August 16, 1994
Peter J. Ashton President -
Bearings
*Stanley C. Gault Director August 16, 1994
Stanley C. Gault
*J. Clayburn LaForce, Jr. Director August 16, 1994
J. Clayburn LaForce, Jr.
*G. E. Little Vice President - August 16, 1994
G. E. Little Finance
*Robert W. Mahoney Director August 16, 1994
Robert W. Mahoney
*James W. Pilz Director August 16, 1994
James W. Pilz
*John M. Timken, Jr. Director August 16, 1994
John M. Timken, Jr.
*Ward J. Timken Director August 16, 1994
Ward J. Timken
*Charles H. West Director; August 16, 1994
Charles H. West President - Steel
*Alton W. Whitehouse Director August 16, 1994
Alton W. Whitehouse
<PAGE>
<PAGE>
* This registration statement has been signed on behalf of the
above-named directors and officers of the Company by G. E.
Little, Vice President - Finance of the Company, as
attorney-in-fact pursuant to a power of attorney filed with
the Securities and Exchange Commission as Exhibit 24 to this
registration statement.
DATED: August 16, 1994 By:/s/ G. E. Little
G. E. Little, Attorney-in-Fact
<PAGE>
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canton, State of Ohio, on this 16th
day of August 1994.
VOLUNTARY INVESTMENT PENSION PLAN FOR
HOURLY EMPLOYEES OF THE TIMKEN COMPANY
By:/s/ Stephen A. Perry
Stephen A. Perry,
Vice President - Human
Resources & Logistics
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Page Number
Number Exhibit Description in Sequentially
Numbered Copy
4(a) Amended Articles of Incorporation of
the Company (filed as Exhibit 4(a)
to Registration Statement No. 33-50609
and incorporated herein by reference)
4(b) Amended Code of Regulations of the
Company (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992,
and incorporated herein by reference)
4(c) Voluntary Investment Pension Plan for
Hourly Employees of The Timken Company
4(d) Rights Agreement dated December 18, 1986,
as amended and restated on February 1, 1991,
between the Company and First Chicago Trust
Company of New York (formerly Morgan
Shareholder Services Trust Company)
(filed with the Company's Current Report
on Form 8-K dated February 1, 1991, and
incorporated herein by reference)
5 Opinion of Counsel
23(a) Consent of Independent Auditors
23(b) Consent of Counsel (included in Exhibit 5
hereto)
24 Power of Attorney
<PAGE>
1993 401(k) AGREEMENT
Between
THE TIMKEN COMPANY
And
UNITED STEELWORKERS OF AMERICA
AFL-CIO
THIS 401(k) AGREEMENT, dated as of November 30, 1992, is
between THE TIMKEN COMPANY, hereinafter referred to as the
"Company", and UNITED STEELWORKERS OF AMERICA, AFL-CIO on behalf
of itself and Local Unions 1123, 2173, and 2730, said
International Unions and Local Unions collectively being referred
to as the "Union", and shall be known as the 1993 401(k)
Agreement.<PAGE>
<PAGE>
PREAMBLE
WHEREAS, the parties have agreed to establish a 401(k) Plan
under a 401(k) Agreement and to provide for the payment of
Benefits from the trust to be established.
IT IS HEREBY AGREED, between the parties as follows:<PAGE>
<PAGE>
ARTICLE I - DEFINITIONS
Wherever used herein, the terms hereinafter referred to in
this 401(k) Agreement shall be understood to have the following
meaning:
1. The terms "Company", "Union", and "Employee", shall
have the same meanings as ascribed to such words in the 1993
Basic Labor Agreement between the parties dated November 30,
1992, in respect of rates of pay, hours of work, and conditions
of employment.
2. The terms "Continuous Service" and "Hour of Service"
shall have the same meanings as ascribed to such words in the
1993 Pension Agreement between the parties dated November 30,
1992.
3. The term "Beneficial Interest" shall mean the monthly
proportionate allocation of assets held by the Plan in the name
of the Trust on behalf of each Participant, which allocation is
determined as of the end of each month for each Participant by
the ratio of total contributions to the Plan made that month by
the Participant compared to the total contributions to the Plan
made that month by all Participants.
4. The term "Gross Earnings" shall mean an Employee's
regular wages paid (including any overtime or premium payments
and any cost-of-living adjustments) during his or her period of
participation in the Plan, but excluding any special types of
payments, such as, but not limited to, suggestion awards,
vacation pay, or retirement benefits. For purposes of this Plan,
gross earnings cannot exceed $200,000 or, if greater, the dollar
<PAGE>limitation in effect under Section 401(a)(17) of the
Internal Revenue Code.
5. The term "Highly Compensated Employee" shall mean any
employee who, during the year or the preceding year:
a. was at any time a five percent (5%) or more owner
of the Company's outstanding common stock,
b. received compensation from the Company in excess
of $93,518 (or, if greater, the dollar limitation
in effect under Section 414(q)(1)(C) of the
Internal Revenue Code),
c. received compensation from the Company in excess
of $62,345 (or, if greater, the dollar limitation
in effect under Section 414(q)(1)(C) of the
Internal Revenue Code) and was in the top-paid
group (as defined in Section 414(q)(4) of the
Internal Revenue Code) of employees for such year,
or
d. was at any time an officer and received compensa-
tion greater than $51,291 [or, if greater, one
hundred fifty percent (150%) of the amount in
effect under Section 415(c)(1)(A)] for such year.
In the case of the year for which the relevant determination
is being made, an employee not described in Subparagraph b., c.,
or d. for the preceding year shall not be treated as described in
Subparagraph b., c., or d. unless such employee is a member of
the group consisting of the one hundred (100) employees paid the
greatest compensation during the year for which such determina-
tion is being made.
<PAGE>
6. The term "Participant" shall mean any Employee who
meets the requirements of Article II below.
7. The term "Plan" shall mean the 401(k) Plan established
by this Agreement.
8. The term "Plan Administrator" shall mean the Company.
9. The term "Plan Year" shall mean a period which includes
all pay periods for which payment is made in a calendar year.
10. The term "the 401(k) Trust" or "the Trust" shall mean
the Trust established in connection with the Plan which holds and
invests the Participant contributions.
11. The term "Trustee" shall mean a trust company selected
by the Company and any successors thereto.<PAGE>
<PAGE>
ARTICLE II - 401(k) BENEFITS
A. ELIGIBILITY AND PARTICIPATION
1. Participation in this Plan shall be available only to
Employees of the Company in the United States, who have completed
the eligibility requirements to be participants under the 1993
Pension Agreement. Effective January 1, 1994, participation
shall be available only to Employees who have completed the
eligibility requirements to be participants under the 1993
Insurance Agreement.
2. Eligible Employees must elect to participate in this
Plan by filing a written election to do so during the enrollment
period prior to the start of the calendar quarter to which the
election applies.
3. An Employee's election to participate in this Plan
shall designate the amount of wage reduction elected by the
Employee to be contributed to this Plan, as provided in Section B
of this Article II. Such election shall become effective as of
the first pay period for which payment is made in the succeeding
calendar quarter.
4. An Employee's election to participate in this Plan
shall continue in effect until the Employee files a written
notice terminating his or her participation or until such
Employee ceases to be eligible to participate in this Plan.
B. WAGE REDUCTION CONTRIBUTIONS
1. Prior to the beginning of a calendar quarter, in
accordance with Section A above, a Participant may elect to have
<PAGE>his or her wages reduced and the subsequent reduction
contributed to this Plan, in an amount equal to any whole percent
between one percent (1%) and ten percent (10%) of his or her
Gross Earnings to be deducted from his or her wages payable for
each pay period; provided however, that the percent reduction
selected cannot result in more than a $8728 wage reduction
contribution on behalf of a Participant in a Plan Year (or, if
greater, the dollar limitation in effect under Section 402(g)(1)
of the Internal Revenue Code).
2. A Participant's election as to the rate of his or her
wage reduction contributions to this Plan will remain in effect
until the Participant changes his or her election, ceases to be
eligible to participate, or gives written notice terminating his
or her participation in this Plan.
3. A Participant may change his or her election as to the
rate of wage reduction contributions to this Plan only by making
a written election prior to the start of a new calendar quarter.
Any change made on the appropriate form will be effective for the
next calendar quarter and all succeeding periods, unless changed
again by the same procedure. If a Participant discontinues
participation during a calendar quarter, he or she will not be
permitted to resume participation in the same calendar quarter.
C. LIMITS ON CONTRIBUTIONS
1. In no event shall the annual addition (a Participant's
wage reduction contributions) to a Participant's account under
this Plan and any other contributions to qualified defined
contribution plans maintained by the Company exceed the lesser of
$30,000 (or, if greater, one-fourth (1/4) of the dollar
<PAGE>limitation in effect under Section 415(b)(1)(A) of the
Internal Revenue Code) or twenty-five percent (25%) of the
Participant's total compensation from the Company less the amount
of wage reduction contributions. For purposes of this Section C,
Paragraph 1, compensation shall include all amounts received by a
Participant from the Company during a calendar year for the
performance of personal services. In no event shall the amount
of Participant wage reduction contributions to a Participant's
account exceed $8728 for any Plan Year (or, if greater, the
dollar limitation in effect under Section 402(g)(1) of the
Internal Revenue Code).
2. If the annual addition limitation for any Participant
would be exceeded by the amounts contributed to this Plan and any
other defined contribution plans maintained by the Company, the
contributions to the Participant's account made under this Plan
shall be reduced as necessary.
3. a. If the Participant is also a participant in a
defined benefit plan maintained by the Company, the sum of the
defined benefit plan fraction and the defined contribution plan
fraction for any Plan Year may not exceed 1.0.
b. The defined benefit plan fraction is a fraction,
the numerator of which is the sum of the Participant's projected
annual benefits under all defined benefit plans (whether or not
terminated) maintained by the Company, and the denominator of
which is the lesser of (1) 1.25 times the dollar limitation of
Section 415(b)(1)(A) of the Internal Revenue Code in effect for
the limitation year or (2) 1.4 times the Participant's average
compensation for the three (3)-consecutive years that produce the
highest average.
<PAGE>
c. The defined contribution plan fraction is a
fraction, the numerator of which is the sum of the annual addi-
tions to the Participant's account under all defined contribution
plans maintained by the Company (whether or not terminated) for
the current and all prior limitation years, and the denominator
of which is the sum of the lesser of the following amounts
determined for such year and for each prior year of service with
the Company: (1) 1.25 times the dollar limitation in effect
under Section 415(c)(1)(A) of the Internal Revenue Code for such
year or (2) 1.4 times the amount which may be taken into account
under Section 415(c)(1)(B) of the Internal Revenue Code.
4. If the annual addition which would otherwise be made to
a Participant's account exceeds the permissible amount, the
Company's contribution to the defined benefit plan shall be
reduced accordingly.
D. INTERESTS NON-FORFEITABLE
Participants shall have an immediate fully vested and non-
forfeitable right to Participant contributions properly credited
to their respective accounts and the income attributable thereto.<PAGE>
<PAGE>
ARTICLE III - OPERATION OF THE TRUST
A. INVESTMENT OF FUNDS
1. A Participant will be able to invest his Wage Reduction
Contributions in the investment options offered by the Trustee,
which options shall be selected by the Plan Administrator. The
Participant may elect what percentage, if any, of his Wage
Reduction Contributions, in increments of ten percent (10%), he
wishes to place in each investment option.
2. At the end of each month the Trustee or its designee
shall, by appropriate accounting procedures, determine the
Beneficial Interest of each Participant in the assets then held
in the Trust.
3. As soon as possible following the end of each Plan
year, each Participant shall receive a statement showing the
details of the Participant's Beneficial Interest in the Trust.
4. A Participant will be permitted to request one (1)
transfer per calendar quarter of his Wage Reduction Contributions
during any calendar month except December and January. The
Participant's request for transfer must be received by the first
day of the calendar month to become effective by the end of that
month. The Participant may elect what percentage, if any, of
those assets in the Participant's investment accounts will be
reallocated in five percent (5%) increments to the investment
options chosen by the Participant.
<PAGE>
B. DISTRIBUTIONS FROM THE TRUST
1. The shares held in the Trust for the benefit of a
Participant shall be distributed to the Participant upon retire-
ment at or after normal retirement age sixty-five (65), upon
early retirement as provided under the then current Pension
Agreement, upon a break in Continuous Service with the Company,
or to the Participant's beneficiary upon the death of the Partic-
ipant, except as hereinafter provided.
2. a. A Participant's beneficiary shall be his or her
spouse or, if the Participant has no spouse or the Participant's
spouse consents (in the manner described in this Paragraph) to
the designation of another person or persons, such other person
or persons as is designated by the Participant as his or her
beneficiary. A Participant may elect at any time during the
applicable election period, which begins of the first day of the
Plan Year in which the Participant becomes a Participant in the
Plan and ends on the date of the Participant's death, to waive
the surviving spouse as beneficiary and may revoke any such
election at any time during the applicable election period. The
Plan shall provide to each Participant, within the applicable
period with respect to such Participant (and consistent with such
regulations as the Secretary of the Treasury may prescribe) a
written explanation of: (1) the terms and conditions of the
death benefit; (2) the Participant's right to make, and the
effect of, an election to waive the spouse as beneficiary; (3)
the rights of the Participant's spouse; and (4) the right to
make, and the effect of, a revocation of an election. The term
"applicable period" means, with respect to a Participant, which-
<PAGE>ever of the following periods ends last: (i) a period
beginning with the first day of the Plan Year in which the
Participant attains age thirty-two (32) and ending with the close
of the Plan Year preceding the Plan Year in which the Participant
attains age thirty-five (35); (ii) a reasonable period after the
individual becomes a Participant; (iii) a reasonable period
ending after Section 417(a)(5) of the Internal Revenue Code
ceases to apply to the Participant; (iv) a reasonable period
ending after Section 401(a)(11) of the Internal Revenue Code
applies to the Participant; and (v) a reasonable period after
separation from service in case of a Participant who separates
before attaining age thirty-five (35).
b. Such an election shall not take effect unless the
spouse of the Participant consents in writing to such election,
such election designates a beneficiary (or a form of benefits)
which may not be changed without spousal consent (or the consent
of the spouse expressly permits designations by the Participant
without any requirement of further consent by the spouse) and the
spouse's consent acknowledges the effect of such election and is
witnessed by a Plan representative or a notary public, or it is
established to the satisfaction of the Plan Administrator that
the consent required may not be obtained because there is no
spouse, because the spouse cannot be located, or because of such
other circumstances as the Secretary of the Treasury may by
regulations prescribe. Any consent by a spouse (or establishment
that the consent of a spouse may not be obtained) shall be
effective only with respect to such spouse.
c. In order to elect to waive his spouse as benefi-
ciary, a Participant also must affirmatively elect that the
<PAGE>payment of his benefits not be in the form of a life
annuity, and with respect to such Participant, this Plan may not
be a transferee of a defined benefit plan or an individual
account plan subject to the funding standards of the Internal
Revenue Code or any other plan required to provide a mandatory
qualified joint and survivor annuity provision.
d. If a Participant has no spouse, if the spouse has
consented in the manner described above to not being the desig-
nated beneficiary, if the spouse cannot be located, or because of
circumstances prescribed by the Secretary of the Treasury, the
Participant may, by written notice delivered to the Plan Adminis-
trator, designate or change the designation of a beneficiary to
whom payments of benefits may be paid in the event of his death.
In the absence of such notice, such benefits shall, to the extent
permitted by law, be paid at the discretion of the Company to the
deceased Participant's surviving spouse, child or children,
parent or parents, and/or the executor or administrator of his
estate.
3. Such distributions shall be made in a lump sum as soon
as possible after the Participant retires, the Participant's
death occurs, or Continuous Service is broken. For distributions
made after December 31, 1992, the appropriate tax withholdings
will be made, unless the Participant directs the Company, pur-
suant to procedures to be implemented by the Company, to transfer
the distribution as a rollover distribution to an individual
retirement account or to another qualified retirement plan which
accepts rollovers. If the distribution exceeds $3500 or if the
account balance of the Participant ever exceeded $3500 at the
time of a prior distribution, it cannot be distributed without
<PAGE>the written consent of the Participant and the
Participant's spouse, if any, or in cases where the Participant
is dead, the Participant's surviving spouse or beneficiary (if
the surviving spouse is not the beneficiary).
4. In no event shall payment of such benefits be deferred
beyond April 1 of the calendar year following the calendar year
in which the Participant attains age seventy and one-half (70-
1/2). If distributions are required to be made under this
Section B, Paragraph 4, they shall be made in a lump sum payment.
The requirements of this Section B, Paragraph 4 shall apply to
any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of this Plan. All
distributions required under this Section B, Paragraph 4, shall
be determined and made in accordance with the proposed regula-
tions under Section 401(a)(9) of the Internal Revenue Code,
including the minimum distribution incidental benefit requirement
of Section 1.401(a)(9)-2 of the proposed regulations.
5. A Participant otherwise entitled to a distribution from
the Plan may elect to retain said distribution in the Plan until
such time as the Participant shall direct the Company to make
said distribution, provided that such distribution must be made
not later than the time specified in Section B, Paragraph 4,
above. Upon written notice from the Participant, such distribu-
tion shall be made in a lump sum as soon as possible after the
notice is received.
6. a. Partial or total distributions of his wage
reduction contributions may also be made to a Participant, upon
application to the Company, in cases of hardship. If a Partici-
pant elects a withdrawal prior to the date he retires, becomes
<PAGE>disabled, or terminates his service with the Company, such
withdrawal will require the consent of the Company and such
consent shall be given only if, under uniform rules and regula-
tions, the Company determines that the purpose of the withdrawal
is to meet immediate and heavy financial needs of the Partici-
pant, the amount of the withdrawal does not exceed such financial
need, and the amount of the withdrawal is not reasonably avail-
able from the resources of the Participant. If the Participant
is married, a distribution in excess of $3500 cannot be distri-
buted without the written consent of the Participant's spouse.
b. The determination of whether a Participant has an
immediate and heavy financial need will be made on the basis of
all relevant facts and circumstances. Financial needs which will
be deemed immediate and heavy financial need are the purchase of
a primary residence (excluding mortgage payments) of the Partici-
pant, payment of post-secondary educational tuition for a
semester or a quarter for the Participant or his dependents,
health care expenses incurred by a Participant or his dependents,
and the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of a Partici-
pant's principal residence.
c. The determination of whether a distribution is
necessary to satisfy an immediate and heavy financial need shall
be made on the basis of all relevant facts and circumstances. A
distribution will be deemed to satisfy an immediate and heavy
financial need if it is not in excess of the amount of the
immediate and heavy financial need of the Participant, the
Participant has obtained all distributions (other than hardship
distributions) under all plans maintained by the Company, the
<PAGE>Participant agrees that all wage reduction contributions
and all other Participant contributions to all plans maintained
by the Company will be suspended until the first day of the
calendar quarter following twelve (12) months after receipt of
the hardship distribution, and the Participant agrees that any
wage reduction contributions made in the taxable year following
the taxable year of the hardship distribution shall not exceed
the maximum limit under Section 402(g) of the Internal Revenue
Code less the amount of the Participant's wage reduction
contributions for the taxable year of the hardship distribution.
d. Such election may be made at any time, but not
more frequently than once a year, except in the case of post-
secondary educational tuition for a semester or a quarter. All
withdrawal elections shall be made by a Participant on written
forms supplied by the Company for that purpose. Such distribu-
tions shall be made as soon as possible after the end of the
quarter in which the application to the Company is made.
C. EQUITY DETERMINATION
1. The Company may amend or revoke the wage reduction
election of any Participant at any time, if the Company deter-
mines that such revocation or amendment is necessary to ensure
that the annual addition to a Participant's account for any Plan
Year will not exceed the limitations of Section C, Paragraph 1,
of Article II or to ensure that the discrimination tests of
Section 401(k) or 401(m) of the Internal Revenue Code are met for
such Plan Year. The discrimination tests shall be (a) that the
Employees eligible to benefit under this Plan shall satisfy the
non-discrimination provisions of Section 410(b)(1) of the Inter-
<PAGE>nal Revenue Code, (b) that the actual deferral percentage
for Highly Compensated Employees for such Plan Year meets the
tests of Section 401(k)(3) of the Internal Revenue Code, and (c)
that the actual contribution percentage for Highly Compensated
Employees for such Plan Year meets the tests of Section 401(m) of
the Internal Revenue Code.
2. In the event that the Plan should fail to meet the
tests referred to in Section C, Paragraph 1, of this Article III,
the amount of excess contributions for a Highly Compensated
Employee for a Plan Year are to be distributed to the appropriate
Highly Compensated Employees after the close of the Plan Year in
which the excess contributions occurred and within twelve (12)
months after the close of the following Plan Year.<PAGE>
<PAGE>
ARTICLE IV -
GENERAL CONDITIONS CONCERNING THE 401(k) AGREEMENT
A. MERGER, CONSOLIDATION, OR TRANSFER
In case of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, the benefits which
would be paid to each Participant in this Plan (if this Plan
terminated immediately after the merger, consolidation, or
transfer) shall be equal to or greater than the benefit each
Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer, (if this Plan had
then terminated).
B. NON-ALIENATION OF PARTICIPANTS' INTERESTS
1. No right to the monies contributed by a Participant
under this Plan, nor in any assets held by the Trustee, shall be
subject in any manner to alienation, assignment, encumbrance,
pledge, sale, or transfer of any kind prior to being distributed
to the Participant as provided in the Plan. However, the Trustee
is granted in the Trust Agreement a lien on Trust assets for the
payment of Trustee fees and expenses. If at any time prior
thereto a Participant shall attempt to alienate, assign,
encumber, pledge, sell, or otherwise transfer his or her right to
any shares or monies held by the Trustee, such attempted aliena-
tion, assignment, encumbrance, pledge, sale, or transfer shall be
of no effect. To the extent permitted by law, the interest of a
Participant shall also be protected from involuntary attachment,
garnishment, or levy. In the event of an attempted attachment,
<PAGE>garnishment, or levy of the Participant's interest in the
Trust, the Participant will be promptly notified; but the Trustee
shall have no obligation to resist such action. In no event
shall any person be entitled to the distribution of shares or the
payment of monies held by the Trustee prior to the time when
distribution is to be made to the Participant as provided in the
Plan.
2. Section B, Paragraph 1, above shall not apply if the
attachment or garnishment of the Participant's interest in the
Trust is to be made pursuant to a qualified domestic relations
order, as determined under the procedures of this Plan. A
domestic relations order is a judgment, decree, or order that
relates to the provision of child support, alimony payments, or
marital property rights to a spouse, former spouse, child, or
other dependent of a Participant and is made pursuant to a state
domestic relations law. A domestic relations order is qualified
if it creates or recognizes the existence of an alternate payee's
right to, or assigns to an alternate payee the right to, receive
all or a portion of the benefits payable to a Participant under
the Plan, specifies (a) the name and last known mailing address
of the Participant and of each alternate payee covered under the
order, (b) the amount or percentage of the Participant's benefits
to be paid to any alternate payee or the manner in which such
amount or percentage is to be determined, (c) the number of
payments or the period to which the order applies, and (d) each
plan to which the order relates. Such order cannot require the
Plan to provide any type or form of benefits, or any option, not
otherwise provided under the Plan; it cannot require the Plan to
provide increased benefits (determined on the basis of actuarial
<PAGE>value), and it cannot require the payment of benefits to an
alternate payee which are required to be paid to another alter-
nate payee under another order previously determined to be a
qualified domestic relations order.
3. Each alternate payee under a qualified domestic
relations order shall have the right from time to time to file
with the Company a written request regarding the time and manner
of payment of the alternate payee's interest in the Plan pursuant
to such qualified domestic relations order. Provided such
qualified domestic relations order complies with the Internal
Revenue Code, such request shall be considered by the Company and
shall be acted upon in accordance with the terms of such quali-
fied domestic relations order. The options available to an
alternate payee shall be those set forth in Section B, Paragraph
3, of Article III, unless otherwise modified by the qualified
domestic relations order, provided that said qualified domestic
relations order cannot enlarge the options available under
Section B, Paragraph 3, of Article III. If an alternate payee so
desires, distribution of an alternate payee's interest in the
Trust may be distributed to such alternate payee, as soon as such
qualified domestic relations order is approved by the Company and
by the court.
C. CONDITIONS TO THE EFFECTIVENESS AND CONTINUANCE OF THE PLAN
1. The Company will not be required to make any contribu-
tions (wage reduction contributions) to the 401(k) Trust required
to be established under this Plan or to place any part of the
Plan into operation, unless and until it shall have received from
the Internal Revenue Service a currently effective ruling or
<PAGE>rulings, satisfactory to the Company, that such Trust is a
qualified Trust under Sections 401(a), 401(k), and 401(m),
Internal Revenue Code, and exempt from Federal Income Tax under
Section 501(a) of the Internal Revenue Code. Continued contribu-
tions to the Trust and operation of the Plan shall be conditioned
upon retaining such favorable ruling or rulings from the Internal
Revenue Service.
2. The Company will not be required to make any contribu-
tions (wage reduction contributions) to the Trust required to be
established under this Plan or to place any part of the Plan into
operation, unless and until it shall have received from the
United States Department of Labor a currently effective ruling or
rulings, satisfactory to the Company that no part of the contri-
butions to such Trust shall be included in the regular rate of
pay of any Employee. Continued contributions to the Trust and
operation of the Plan shall be conditioned upon retaining such
favorable ruling or rulings.
3. The Company will not be required to make any contribu-
tions (wage reduction contributions) to the 401(k) Trust required
to be established under this Plan or to place any part of the
Plan into operation, unless and until it shall have determined
that no action will be taken by the Securities and Exchange
Commission concerning such Trust or any information contained or
omitted in a registration statement for the Plan. Continued
contributions to the Trust and operation of the Plan shall be
conditioned upon further determinations by the Company that the
Securities and Exchange Commission will take no action concerning
the Trust or any information contained or omitted in a registra-
tion statement for the Plan.
<PAGE>
4. In the event the Plan fails to qualify under the
applicable provisions of the Internal Revenue Code, initially or
as amended, the contributions shall be returned to the Company
and the Participants.<PAGE>
<PAGE>
ARTICLE V - ADMINISTRATION OF THE PLAN
A. PLAN ADMINISTRATION
1. The Company, which shall be the Plan Administrator,
shall have responsibility for the administration of this Plan,
including power to construe said Plan, to select the investment
options to be available to Participants, to determine all
questions that shall arise thereunder, including particularly
questions on eligibility and participation of Employees and all
matters necessary for it properly to discharge its duties,
powers, and obligations and to apply its established policies
concerning the employment status of Participants. The decision
of the Company made in good faith upon any manner within the
scope of its authority shall be final, but the Company at all
times in carrying out its decisions shall act in a uniform and
non-discriminatory manner and may from time to time set down
uniform rules of interpretation and administration, which rules
may be modified from time to time in the light of its experience.
2. The Plan established by this Agreement is maintained
for the exclusive benefit of Participants and beneficiaries, and
the Plan's terms, including those relating to coverage and
benefits, are legally enforceable. The Plan shall be adminis-
tered in accordance with all applicable state and federal laws
and regulations.
B. INFORMATION AS TO 401(k) PLAN
1. The Company agrees to furnish the following additional
items of information to the Union:
<PAGE> Information shall be furnished (a) to the District
Director at Canton, Ohio, in five (5) copies, (b) effective as of
December 31 of the years in which this Agreement is in effect,
and (c) within one hundred twenty (120) days from the 31st day of
December of the years in which this Agreement is in effect.
a. Information
(1) Name of Trustee.
(2) Number of employees making contributions to
the Plan.
(3) List of distributions made during preceding
year showing:
(a) Social Security number, clock number,
name, and address of recipient.
(b) Date hired.
(c) Amount of distribution.
(4) Financial information.
(a) Assets of funds at beginning of year.
(b) Participant contributions during year.
(c) Net amount of income for year.
(d) Net amount of disbursements.
(e) Assets of funds at end of year.
C. SETTLEMENT OF DISPUTES
1. If any dispute shall arise between any Participant or
beneficiary applying for a benefit and the Administrator or
between any Participant or beneficiary applying for a benefit and
the Company, as to such Participant's or beneficiary's entitle-
ment to a benefit or the amount of his benefit, such dispute may
be disposed of in the manner provided for in the Adjustment of
<PAGE>Grievances commencing with the last step in the grievance
procedure preceding arbitration of the collective bargaining
agreement in effect at the time such action is taken. Any
Participant or beneficiary who wishes to submit such a dispute to
such step of the grievance procedure must have a notice of his
intention to do so filed by the Representative of the
International Union with the Administrator postmarked within
sixty (60) days from the date of the notice to him of the action
to which he objects. The Participant or beneficiary shall state
clearly and concisely, in such notice of his intention to submit
such dispute to such step of the grievance procedure, all facts
which are the basis of his grievance; and if he claims that any
Article or Articles of this Agreement are involved, he shall
specify such Article or Articles. The notice from the
Administrator shall advise such Participant or beneficiary of his
right to submit such dispute to such step of the grievance
procedure within said time. The arbitrator, in deciding any such
dispute and only insofar as necessary to decide such dispute,
shall have authority only to interpret and apply the provisions
of this Agreement to the facts as presented in evidence to him,
but he shall not have the authority to add to or subtract from
or, in any way, to alter or amend any of such provisions. The
decision of the arbitrator on such dispute, which shall properly
have been referred to him, shall be final and binding upon the
Company, the Union, Participant or beneficiary, and the
Administrator, unless said decision was procured or induced by
corruption, fraud, or undue means or was beyond the scope of the
arbitrator's authority herein provided.
2. If no appeal to arbitration is taken in accordance with
<PAGE>Section C hereof from any decision of the Administrator
either awarding or denying a benefit under this Agreement, or
modifying or reversing any earlier decision awarding or denying
such benefit, such decision of the Administrator shall be final
and binding upon said Participant or beneficiary or any person on
his behalf and upon the Union.<PAGE>
<PAGE>
ARTICLE VI - EFFECTIVE AND TERMINATION DATES
A. This 1993 401(k) Agreement shall be effective on January 1,
1994, at 12:01 a.m., except as hereinafter provided.
B. No provision in this Agreement shall be considered as having
any retroactive effect, unless it is clearly so stated.
C. This Agreement shall continue in full force and effect until
12:01 a.m., January 1, 1998, and for yearly periods thereafter,
unless either party shall notify the other party in writing not
less than sixty (60) days before any termination date of the 1993
Basic Labor Agreement between the parties of such party's desire
to commence negotiations for a new Agreement.
D. Negotiations for a new 401(k) Agreement shall be carried on
concurrently with negotiations for a Basic Labor Agreement to
replace the 1993 Basic Labor Agreement.
E. In the event of a strike at the termination of the 1993
Basic Labor Agreement, the operation of this 401(k) Agreement
shall not be suspended during the period of such strike until the
termination date of this 401(k) Agreement.
F. In the event that no agreement is reached on a new 401(k)
Agreement by 12:01 a.m., September 22, 1997, the Union shall not
be bound by its no-strike pledge contained in the Basic Labor
Agreement then in effect between the parties.
<PAGE>
G. The no-strike clause contained in the Basic Labor Agreement
between the parties then in effect shall be applicable to this
401(k) Agreement, except as hereinabove provided.
H. Except as provided above, there shall be no strikes by
reason of disputes under this 401(k) Agreement during the term of
this Agreement.
<PAGE>
<PAGE>
THE TIMKEN COMPANY UNITED STEELWORKERS OF
AMERICA, AFL-CIO
______________________________ ______________________________
Donald W. Simonson Lynn R. Williams
Director - Labor Relations International President
______________________________
Edgar Ball
International Secretary/
Treasurer
______________________________
George Becker
International Vice President
(Administration)
______________________________
Leon Lynch
International Vice President
(Human Affairs)
_______________________________
Dan Martin
Director - District 27
_______________________________
John T. Greene, II
Sub-District Director -
District 27
_______________________________
John Mroczkowski
Sub-District Director -
District 27
<PAGE> UNITED STEELWORKERS OF
AMERICA, AFL-CIO
_______________________________
Jack Nichelson
President - Local Union 1123
_______________________________
Wilson R. Salewsky, Jr.
Vice President -
Local Union 1123
_______________________________
Art Maurer - Local Union 1123
_______________________________
Ron Kiefer - Local Union 1123
_______________________________
Joe Dolph - Local Union 1123
_______________________________
Jerry Wright - Local Union 1123
_______________________________
Stan Jasionowski -
Local Union 1123
_______________________________
Paul Caldwell
President - Local Union 2173
_______________________________
Charles E. Bourne -
Local Union 2173
<PAGE> UNITED STEELWORKERS OF
AMERICA, AFL-CIO
_______________________________
Harold Carpenter
President - Local Union 2730
_______________________________
Rex Marmet
Vice President -
Local Union 2730
<PAGE>
August 16, 1994
The Timken Company
1835 Dueber Ave., S.W.
Canton, OH 44706
Re: Voluntary Investment Pension Plan for
Hourly Employees of The Timken Company
Gentlemen and Mesdames:
We have acted as legal counsel for The Timken Company, an Ohio
corporation (the "Company"), in connection with the preparation and
adoption by the Company of the Voluntary Investment Pension Plan
for Hourly Employees of The Timken Company (the "Plan"). The Plan
provides for the issuance of shares of the Company's common stock,
without par value (the "Common Stock"), and of participation
interests (the "Participation Interests") offered to eligible
employees of the Company. The Company recently authorized the
issuance of an additional 100,000 shares of Common Stock pursuant
to the Plan with respect to which a Form S-8 Registration Statement
is being filed with the Securities and Exchange Commission. We
note that we have not been engaged to assist in the preparation of
the Form S-8 Registration Statement.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public authorities, and other documents
and instruments, and have made such other factual inquiries, as we
have deemed necessary or appropriate in connection with this
opinion.
On the basis of the foregoing, we are of the opinion that:
<PAGE>
1. The said 100,000 shares of Common Stock issu-
able pursuant to the Plan (the "Shares") are
duly authorized.
2. When the Shares have been issued and delivered
against payment therefor in accordance with
the terms of the Plan, such Shares will be
duly authorized, validly issued, fully paid,
and nonassessable, assuming that such Shares
remain duly authorized on the date of such
issuance and delivery and assuming that no
change occurs in the applicable law or perti-
nent facts between the date hereof and the
date of such issuance and delivery.
3. When contributions are made to the Plan and
are allocated in accordance with the terms of
the Plan, the resulting Participation Inter-
ests will have been validly created, fully
paid, and nonassessable, assuming that as of
the date(s) of such contributions and alloca-
tions the applicable terms of the Plan remain
in substantially the same form as at the date
hereof, and further assuming that no other
change occurs in the pertinent facts or the
applicable law between the date hereof and the
date(s) of such contributions and allocations.
We express no opinion as to whether the issuance of the
Participation Interests and the Shares will be in accordance with
applicable federal and state securities laws and regulations
thereunder.
We hereby consent to your use of this opinion as an exhibit to
the said Form S-8 Registration Statement and your reference to this
opinion in any of the materials constituting the Section 10(a)
prospectus thereof, as any of the same may be amended, updated,
and/or supplemented from time to time.
Very truly yours,
DAY, KETTERER, RALEY, WRIGHT & RYBOLT
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Voluntary Investment
Pension Plan for Hourly Employees of The Timken Company of our
reports (a) dated February 3, 1994, with respect to the
consolidated financial statements and schedules of The Timken
Company included in its Annual Report (Form 10-K) and (b) dated
June 6, 1994, with respect to the financial statements and
schedules of the Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company included in the Plan's Annual
Report (Form 11-K), both for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Canton, Ohio
August 16, 1994
<PAGE> DIRECTORS AND OFFICERS OF
THE TIMKEN COMPANY
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors and officers of The Timken Company, an Ohio
corporation (the "Company"), hereby (1) constitutes and appoints W.
R. Timken, Jr., Joseph F. Toot, Jr., G. E. Little and Larry R.
Brown, collectively and individually, as his agent and attorney-in-
fact with full power of substitution and resubstitution to (a) sign
and file on his behalf and in his name, place and stead in any and
all capacities (i) a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended, of participation interests
issuable under The Voluntary Investment Pension Plan for Hourly
Employees of The Timken Company (the "VIP Plan") and up to 100,000
shares of the Company's common stock without par value for issuance
under the VIP Plan, (ii) any and all amendments, including post-
effective amendments, and exhibits to the Registration Statement
and (iii) any and all applications or other documents to be filed
with the Securities and Exchange Commission or any state securities
commission or other regulatory authority with respect to the
securities covered by the Registration Statement and (b) do and
perform any and all other acts and deeds whatsoever that may be
necessary or required in the premises and (2) ratifies and approves
any and all actions that may be taken pursuant hereto by any of the
above-named agents and attorneys-in-fact or their substitutes.
IN WITNESS WHEREOF, the undersigned directors and
officers of the Company have hereunto set their hands as of the 5th
day of August, 1994.
/s/ Robert Anderson /s/ John M. Timken, Jr.
Robert Anderson John M. Timken, Jr.
/s/ Peter J. Ashton /s/ Ward J. Timken
Peter J. Ashton Ward J. Timken
/s/ Stanley C. Gault /s/ W. R. Timken, Jr.
Stanley C. Gault W. R. Timken, Jr.
/s/ J. Clayburn LaForce, Jr. /s/ Joseph F. Toot, Jr.
J. Clayburn LaForce, Jr. Joseph F. Toot, Jr.
/s/ G. E. Little /s/ Charles H. West
G. E. Little Charles H. West
/s/ Robert W. Mahoney /s/ Alton W. Whitehouse
Robert W. Mahoney Alton W. Whitehouse
/s/ James W. Pilz
James W. Pilz
