1.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
[X]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended September 30, 1996.
Commission File No. 1-1169
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 Zip Code
(330) 438-3000
Registrant's telephone number, including area code
Not Applicable
Former name, former address and former fiscal year if changed
since last report.
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
___ ___
Common shares outstanding at September 30, 1996, 31,257,822.
<PAGE>
PART I. FINANCIAL INFORMATION 2.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
Sep. 30 Dec. 31
1996 1995
------ ------
ASSETS (Thousands of Dollars)
Current Assets
Cash and cash equivalents......................... $15,309 $7,262
Accounts receivable, less allowances,
(1996-$7,670; 1995-$6,632)........................ 323,342 284,924
Deferred income taxes............................. 54,179 50,183
Inventories (Note 2) ............................. 427,482 367,889
------ ------
Total Current Assets.................... 820,312 710,258
Property, Plant and Equipment..................... 2,442,432 2,337,450
Less allowances for depreciation................. 1,374,215 1,298,068
------ ------
1,068,217 1,039,382
Costs in excess of net assets of acquired business,
less amortization, (1996-$17,626; 1995-$14,985)... 128,054 102,854
Deferred income taxes............................. 14,203 31,176
Other assets...................................... 50,428 42,255
------ ------
Total Assets................................ $2,081,214 $1,925,925
====== ======
LIABILITIES
Current Liabilities
Accounts payable and other liabilities............ $221,659 $229,096
Short-term debt and commercial paper.............. 232,955 60,078
Accrued expenses.................................. 177,140 173,189
------ ------
Total Current Liabilities............... 631,754 462,363
Noncurrent Liabilities
Long-term debt (Note 3) .......................... 140,930 151,154
Accrued pension cost.............................. 27,265 97,524
Accrued postretirement benefits cost.............. 394,825 393,706
------ ------
563,020 642,384
Shareholders' Equity (Note 4)
Common stock...................................... 314,144 317,455
Earnings invested in the business................. 589,409 517,802
Cumulative foreign currency translation adjustment (17,113) (14,079)
------ ------
Total Shareholders' Equity.............. 886,440 821,178
Total Liabilities and Shareholders' Equity.. $2,081,214 $1,925,925
========== ==========
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION 3.
Continued
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Nine Months Ended Three Months Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1996 1995 1996 1995
------ ------ ------ ------
(Thousands of dollars, except per share data)
<S> <C> <C> <C> <C>
Net sales....................................... $1,778,924 $1,674,159 $581,417 $519,463
Cost of product sold............................ 1,359,670 1,286,640 443,767 403,912
------ ------ ------ ------
Gross Profit................................. 419,254 387,519 137,650 115,551
Selling, administrative and general expenses.... 234,460 225,974 77,326 77,552
------ ------ ------ ------
Operating Income............................. 184,794 161,545 60,324 37,999
Interest expense................................ (12,406) (15,162) (4,672) (4,781)
Other - net..................................... (8,606) (9,575) (3,545) (2,427)
------ ------ ------ ------
Other Income (Expense)....................... (21,012) (24,737) (8,217) (7,208)
Income Before Income Taxes................... 163,782 136,808 52,107 30,791
Provision for Income Taxes (Note 5)............. 63,875 52,261 20,322 11,763
------ ------ ------ ------
Net Income................................... $99,907 $84,547 $31,785 $19,028
======== ======== ======== ========
Net Income Per Share * ...................... $3.18 $2.71 $1.01 $0.61
======== ======== ======== ========
Dividends Per Share.......................... $0.90 $0.81 $0.30 $0.27
======== ======== ======== ========
* Per average shares outstanding................ 31,420,553 31,159,689 31,424,410 31,244,711
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION Continued 4.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
Cash Provided (Used) Sep. 30 Sep. 30
1996 1995
------ ------
OPERATING ACTIVITIES (Thousands of dollars)
Net Income.............................................. $99,907 $84,547
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.......................... 93,892 92,756
Provision (credit) for deferred income taxes........... 13,433 5,790
Stock issued in lieu of cash to employee benefit plans. 3,300 4,383
Changes in operating assets and liabilities:
Accounts receivable................................... (29,192) (32,058)
Inventories and other assets.......................... (39,713) (72,561)
Accounts payable and accrued expenses................. (85,910) 22,469
Foreign currency translation.......................... (481) (22)
------ ------
Net Cash Provided (Used) by Operating Activities..... 55,236 105,304
INVESTING ACTIVITIES
Purchases of property, plant and equipment - net....... (100,841) (89,313)
Purchase of subsidiaries............................... (75,634) 0
------ ------
Net Cash Provided (Used) by Investing Activities..... (176,475) (89,313)
FINANCING ACTIVITIES
Cash dividends paid to shareholders.................... (22,485) (21,493)
Purchase of Treasury Shares............................ (12,426) 0
Payments on long-term debt............................. (196) 269
Proceeds from issuance of long-term debt............... 20,000 0
Short-term debt activity - net......................... 144,471 2,755
------ ------
Net Cash Provided (Used) by Financing Activities..... 129,364 (18,469)
Effect of exchange rate changes on cash................. (78) (137)
Increase or (Decrease) in Cash and Cash Equivalents..... 8,047 (2,615)
Cash and Cash Equivalents at Beginning of Period........ 7,262 12,121
------ ------
Cash and Cash Equivalents at End of Period.............. $15,309 $9,506
====== ======
<PAGE>
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 5.
Note 1 -- Basis of Presentation
The accompanying consolidated condensed financial statements (unaudited) have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) and
disclosures considered necessary for a fair presentation have been included.
For further information, refer to the consolidated financial statements and
footnotes included in the company's annual report on Form 10-K for the year
ended December 31, 1995.
9/30/96 12/31/95
Note 2 -- Inventories ------ ------
(Thousands of dollars)
Finished products $138,558 $130,894
Work-in-process and raw materials 247,979 195,126
Manufacturing supplies 40,945 41,869
------ ------
$427,482 $367,889
====== ======
Note 3 -- Long-term Debt 9/30/96 12/31/95
------ ------
(Thousands of dollars)
7-1/2% State of Ohio Pollution Control
Revenue Refunding Bonds, maturing on
January 1, 2002 $17,000 $17,000
State of Ohio Water Development Revenue
Refunding Bond, maturing on May 1, 2007.
The variable interest rate is tied to the
bank's tax exempt weekly interest rate.
The rate at September 30, 1996 is 3.85%. 8,000 8,000
State of Ohio Air Quality and Water Development
Revenue Refunding Bonds, maturing on
June 1, 2001. The variable interest rate
is tied to the bank's tax exempt weekly
interest rate. The rate at September 30, 1996
is 3.85% 21,700 21,700
Fixed Rate Medium-term Notes, Series A, due at
various dates through July, 2026 with
interest rates ranging from 7.20% to 9.25% 123,000 103,000
Other 1,625 1,768
------ ------
171,325 151,468
Less: Current Maturities 30,395 314
------ ------
$140,930 $151,154
====== ======
<PAGE>
PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited) 6.
Continued
Note 4 -- Shareholders' Equity 09/30/96 12/31/95
------ ------
Class I and Class II serial preferred stock (Thousands of dollars)
without par value:
Authorized -- 10,000,000 shares each class
Issued - none $0 $0
Common Stock without par value:
Authorized -- 200,000,000 shares
Issued (including shares in treasury)
1996 - 31,525,227 shares
1995 - 31,354,307 shares
Stated Capital 53,064 53,064
Other paid-in capital 271,526 264,567
Less cost of Common Stock in treasury
1996 - 267,405 shares
1995 - 4444 shares 10,446 176
------ ------
$314,144 $317,455
====== ======
<TABLE>
An analysis of the change in capital and earnings invested in the business is as follows:
<CAPTION>
Common Stock
-------------------- Earnings Foreign
Other Invested Currency
Stated Paid-In in the Translation Treasury
Capital Capital Business Adjustment Stock Total
------ ------ ------ ------ ------ ------
(Thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995 $53,064 $264,567 $517,802 ($14,079) ($176) $821,178
Net Income 99,907 99,907
Dividends paid - $.90 per share (28,300) (28,300)
Employee benefit and dividend reinvestment plans: 6,959 (10,270) (3,311)
Treasury - issued/acquired 262,961 shares
Common Stock - issued 170,920 shares
Foreign currency translation adjustment (3,034) (3,034)
------ ------ ------ ------ ------ ------
Balance September 30, 1996 $53,064 $271,526 $589,409 ($17,113)($10,446) $886,440
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE>
PART I. NOTES TO FINANCIAL STATEMENTS 7.
(Unaudited) Continued
Note 5 -- Income Tax Provision Nine Months Ended Three Months Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1996 1995 1996 1995
------ ------ ------ ------
U.S. (Thousands of dollars)
Federal $48,834 $35,684 $15,010 $7,359
State & Local 7,577 6,604 2,055 1,911
Foreign 7,464 9,973 3,257 2,493
------ ------ ------ ------
$63,875 $52,261 $20,322 $11,763
====== ====== ====== ======
Taxes provided exceed the U.S. statutory rate primarily
due to state and local taxes.
<PAGE>
8.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
During the third quarter of 1996, The Timken Company continued its
trend of improved financial performance, resulting in record sales
and earnings for the quarter and nine months ended September 30.
Net sales for the third quarter were $581.4 million, up 11.9% from
1995's third quarter record level of $519.5 million. This increase
resulted in part from sales gains in the U.S. automotive market,
which were bolstered by higher demand for steel tubing and parts and
an increase in sales of higher value Sensor-pac bearings. In
addition, the company achieved higher sales in Mexico, Australia and
Argentina as well as in its miniature precision bearing and U.S.
specialty alloy steel markets. The company increased sales during
the first nine months of 1996 despite weakness in certain markets,
including heavy trucks, freight cars and locomotives in the U.S. and
trucks and construction and agricultural equipment in Europe. Sales
in 1996 were also higher than the year-earlier period because of
acquisitions the company completed during 1996.
Gross profit for the quarter was $137.7 million (23.7% of net sales)
compared to $115.6 million (22.2% of net sales) in the same period a
year ago. The company's efforts to accelerate continuous
improvement in its manufacturing plants had a positive impact on
manufacturing performance and contributed to the growth in gross
profit. Higher natural gas costs were more than offset by lower
steel raw material costs and lower labor costs resulting from less
overtime and a reduction of the company's contingency workforce.
Selling, administrative, and general expenses were $77.3 million
(13.3% of net sales) in the third quarter of 1996 compared to $77.6
million (14.9% of net sales) in 1995. The company's on-going
efforts to streamline its administrative functions helped to offset
higher expense due to the company's new pay-for-performance plan for
salaried associates that was implemented in the fourth quarter of
1995. The company also incurred higher expense in the third quarter
and first nine months of 1996 related to its recent acquisitions and
the development of improved scheduling and product and process
costing systems.
Bearing Business net sales were $382.6 million in the third quarter
of 1996 compared to $351.5 million in the year-earlier period.
During the fist nine months, the Bearing Business achieved higher
<PAGE>
9.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
sales despite weakness in the heavy truck, and locomotive markets in
the U.S. and softening of the truck and construction and agricultural
equipment markets in Europe. Strengthened business in Mexico,
Argentina, and Australia and higher-value "smart" bearings equipped
with sensors and used in anti-lock braking systems buoyed sales. In
addition, the bearing business achieved growth in its U.S.
aftermarket sales and in its computer disk drive and aerospace
markets. Sales from the business' recently acquired bearing company,
Timken Polska Sp.z o.o. and its Chinese joint venture, Yantai Timken
Company, Ltd., also contributed to higher Bearing Business sales in
the third quarter of 1996.
Bearing Business operating income was $37.9 million in 1996's third
quarter, up from the $33.4 million reported in the third quarter of
1995. Cost reductions in manufacturing attributable to the company's
efforts to accelerate continuous improvement contributed to growth in
operating income, although still more slowly than planned. The
bearing business reduced overtime and its contingency workforce as it
focused more on production schedules and manufacturing output in
order to more effectively manage inventories. Improved performance
by the company's European and Miniature Precision Bearing operations
also contributed to the year-to-year improvement in operating income.
In addition, the third quarter 1996 was positively affected by a
write-up related to annual taking of physical inventory. The 1996
write-up was considerably less than one recorded in the year-ago
period.
Steel Business sales of $198.8 million in the third quarter of 1996
were 18.3% higher than the $168 million recorded a year earlier. The
business achieved an increase in specialty steel sales at the
company's Latrobe Steel Company subsidiary in addition to higher
demand for large bars, steel parts, and automotive tubing. Sales
from Ohio Alloy Steels, Inc. and Houghton and Richards, Inc., newly
acquired subsidiaries of Latrobe Steel Company, also contributed to
higher third quarter sales.
Steel Business operating income in the third quarter of 1996 was
$22.4 million, up from the $4.6 million in the year-earlier period.
The Steel Business achieved an increase in profits primarily as a
result of the higher sales and continuous improvement efforts in its
manufacturing processes. Third quarter results were also affected by
lower scrap prices and higher natural gas costs. Operating income in
<PAGE>
10.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
1995's third quarter was adversely affected by a physical inventory
adjustment.
More favorable interest rates in the third quarter of 1996 resulted
in lower interest expense compared to the year-ago period despite
higher average outstanding debt.
Financial Condition
Total assets increased by $155.3 million from December 31, 1995,
primarily as a result of the company's acquisitions that were
completed during the first nine months of 1996. In addition, the
increase in assets resulted in part from higher accounts receivable
and inventories. The $29.2 million increase in accounts receivable,
as reflected in the Consolidated Condensed Statements of Cash Flows,
relates primarily to the increase in sales. The number of days'
sales in receivables at September 30, 1996, was lower than the year-
end 1995 level. Inventories and other assets increased by $39.7
million compared to year-end 1995. The increase in inventories
relates primarily to the higher level of activity; however, the
number of days' supply in inventory at the end of the third quarter
was higher than the previous year-end level. The company expects to
reduce its days' supply in inventory by year-end.
The $85.9 million decrease in accounts payable and accrued expenses
relates primarily to additional funds the company contributed to its
pension plans during the third quarter. Debt of $373.9 million at
the end of the third quarter of 1996 exceeded the $211.2 million at
year-end 1995. In addition to funding the pension plans, cash was
required for the purchase of property, plant and equipment, to cover
the increase in working capital and to finance the company's various
growth initiatives. Any future increase in cash needs will be met
by added short-term borrowing and issuance of medium-term notes.
The 29.7% debt to total capital ratio was higher than the 20.5% at
year-end 1995 due to the higher debt level described above.
Purchases of property, plant and equipment - net during the nine
months ended September 30, 1996, were $100.8 million compared to
$89.3 million one year earlier. The company also invested $75.6
million in the purchase of subsidiaries. The company continues to
invest in activities consistent with the strategies it is pursuing to
<PAGE>
11.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
achieve an industry leadership position. Further capital investments
in technologies in the company's plants throughout the world and new
acquisitions provide Timken with the opportunity to accelerate growth
and strengthen its positions in new and existing markets.
The company is continuing in its effort to accelerate continuous
improvement in its manufacturing plants worldwide. The Steel
Business is on track to achieve the results expected from this effort
announced in 1993. The Bearing Business is achieving savings but
is somewhat behind the planned savings schedule. Separation costs
associated with layoffs resulting from the implementation of cost
saving initiatives are being charged to accounting reserves that
were established in 1993.
During the third quarter, the company completed its acquisition of
the tool steel service center of Houghton & Richards, Inc.
(H & R), headquartered in Marlborough, Massachusetts. H & R will
operate as a subsidiary of Latrobe Steel Company, a Timken Company
subsidiary since 1975. This acquisition will expand the scope of
Latrobe's products and services to tool steel customers and will
enhance its tool steel distribution network.
On September 9, 1996, the company's Steel Business announced plans to
invest $55 million in a rolling mill and bar processing equipment at
its Harrison Steel Plant located in Canton, Ohio. This investment is
part of the company's growth strategy and will move the company
closer to achieving a cost and quality leadership position in the
manufacture of continuous-cast, small- and intermediate-sized, steel
bars. It is anticipated that the new rolling mill will be
operational by mid-1998.
On September 10, 1996, the company announced that it had entered into
negotiations to acquire the tool steel finishing and distribution
businesses of Sanderson Kayser Ltd., a United Kingdom steelmaker,
from its British parent GEI International PLC. The Sanderson Kayser
businesses will become part of Latrobe Steel Company, a Timken
Company subsidiary known for its leadership in specialty steel
manufacturing and, increasingly, in tool steel distribution.
On September 16, 1996, the company announced a planned $5 million
investment in its New Philadelphia Precision Tapered Bearing Business
to expand the facility and increase the plant's production capacity
by 50 percent. The 10,000-square-foot expansion, which is expected
<PAGE>
12.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
to be completed in the second quarter of 1997, will provide space for
a manufacturing cell to produce specialized printing press bearings
and other precision products. The plan also calls for new equipment
to improve production of precision bearings for machine tool
customers.
On October 14, 1996, the company announced plans to invest $30
million in new technology to expand its steel parts manufacturing
capabilities and increase product lines. The new investments include
a $15 million profile ring mill to be built in Columbus, N.C., to
manufacture profiled rings, and a $15 million hot-forming facility to
be built at a site yet to be finalized. These initiatives are an
extension of the Steel Business' core competencies and will solidly
position the company as a prime supplier of rings to the bearing
industry. The ring mill, which will be added to the company's Tryon
Peak Plant, will produce a variety of shaped rings from Timken steel
for the bearing industry. The hot-forming facility will produce
forged bearing components from Timken steel bars.
On October 18, 1996, the company announced that it was in
negotiations to acquire the tapered roller bearing business of
Gnutti Carlo S.p.A., a leading European manufacturer of tapered
roller bearings located near Brescia in northern Italy. This
acquisition will give the company a stronger position in Europe and
enable it to offer a broader range of products to its customers.
On November 1, 1996, the Board of Directors declared a quarterly
cash dividend of $.30 per share payable December 2, 1996, to
shareholders of record at the close of business on November 15,
1996.
The company's basic labor agreement with the United Steelworkers of
America (AFL-CIO), representing production and maintenance workers
at the company's Canton, Wooster, and Columbus, Ohio plants, expires
on September 22, 1997. The collective bargaining agreement provides
for early negotiations in 1996. The two parties have been meeting
but have not reached an early agreement at this time.
Some of the statements set forth in this document that are not
historical in nature are forward-looking statements. The company
cautions readers that actual results may differ materially from
those projected or implied in forward-looking statements made by
or on behalf of the company due to a variety of important
factors, such as:
<PAGE>
13.
Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont.)
a) changes in world economic conditions. This includes, but is
not limited to, the potential instability of governments and
legal systems in countries in which the company conducts
business, and significant changes in currency valuations.
b) changes in customer demand on sales and product mix. This
includes the effect of customer strikes and the impact of
changes in industrial business cycles.
c) competitive factors, including changes in market penetration
and the introduction of new products by existing and new
competitors.
d) changes in operating costs. This includes the effect of
changes in the company's manufacturing processes; changes in
costs associated with varying levels of operations; changes
resulting from inventory management initiatives and
different levels of customer demands; the effects of
unplanned work stoppages; changes in the cost of labor and
benefits; and the cost and availability of raw materials and
energy.
e) the success of the company's operating plans, including its
ability to achieve the total planned benefits of its
continuous improvement programs and the ability of recently
acquired companies to meet initially projected operating
results.
f) unanticipated litigation, claims or assessments. This
includes, but is not limited to, claims or problems related
to product warranty and environmental issues.
<PAGE>
14.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The company is currently involved in negotiations with the
Ohio Attorney General's office regarding alleged
violations of the company's NPDES water discharge permits
at its Canton, Ohio location. The company believes it has
substantial defenses to the violations alleged by the
Attorney General, and that the matter will ultimately be
settled for an amount that will not be material to its
financial condition or results of operations.
In August 1994, the company's Latrobe Steel Company
subsidiary was served with a complaint filed by seven
former employees. Each of the employees had been
terminated from employment in late 1993 as part of the
company's administrative streamlining efforts. The
plaintiffs' original claims of wrongful termination in
violation of public policy, breach of contract and
promissory estoppel were dismissed. Plaintiffs' remaining
claims include discrimination on account of age and/or
disability status. The relief requested includes
reinstatement, back pay, front pay, liquidated damages,
attorneys' fees and compensatory and punitive damages
under the Americans With Disabilities Act and Pennsylvania
law.
The company has denied all of the plaintiff's allegations
and believes that it has valid defenses to the plaintiffs'
claims. Discovery in this matter has been completed. The
claims of five plaintiffs have been consolidated by the
court for one trial and the claims of the remaining two
plaintiffs have been consolidated for another trial. The
trials are expected to begin in mid-November 1996. At
this time, the company believes that the ultimate
resolution of this matter will not be material to its
financial condition or results of operations.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
<PAGE>
15.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
4 Fifth Amendment Agreement dated
August 31, 1996, to the amended and
restated credit agreement as amended
February 23, 1993, May 31, 1994, November
15, 1994, and August 15, 1995, between
Timken and certain banks.
4.1 First Supplemental Indenture, dated as of
July 24, 1996 by and between The Timken
Company and Mellon Bank, N.A.
11 Computation of Per Share Earnings
27 Article 5
<PAGE>
16.
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.
The Timken Company
_______________________________
Date November 13, 1996 BY /s/ Joseph F. Toot, Jr.
________________________ _______________________________
Joseph F. Toot, Jr.,
Director; President and
Chief Executive Officer
Date November 13, 1996 BY /s/ G. E. Little
________________________ _______________________________
G. E. Little
Vice President - Finance
FIFTH AMENDMENT AGREEMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Fifth amendment agreement ("Amendment Agreement") made as of
August 31, 1996, by and among THE TIMKEN COMPANY, an Ohio
corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION
(formerly known as Society National Bank), successor by
merger to Ameritrust Company National Association, and the
various other commercial banking institutions signatories
hereto (collectively, the "Banks"), and KEYBANK NATIONAL
ASSOCIATION, as Agent for the Banks (the "Agent").
WHEREAS, Borrower, Banks, and Agent are parties to a certain
Amended and Restated Credit Agreement dated as of December
31, 1991, as amended on February 26, 1993 (First Amendment
Agreement), May 31, 1994 (Second Amendment Agreement),
November 15, 1994 (Third Amendment Agreement) and August 15,
1995 (Fourth Amendment Agreement), which provides, among
other things, for a revolving credit in the original
aggregate amount of Three Hundred Million Dollars
($300,000,000) at any one time outstanding until August 31,
2000, all upon certain terms and conditions (as amended, the
"Credit Agreement");
WHEREAS, The Bank of Nova Scotia ("Nova Scotia") desires to
withdraw as a Bank under the Credit Agreement, and Societe
General and United National Bank and Trust desire to assume
the Commitment of Nova Scotia;
WHEREAS, Borrower, Banks and Agent desire to further amend
the Credit Agreement by extending the Commitment Period to
August 31, 2001, by amending Annex A and by making certain
other amendments thereto;
WHEREAS, each capitalized term used herein and not defined
herein shall be defined in accordance with the Credit
Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein and for other valuable
consideration, Borrower, Banks and Agent agree as follows:
1. The Credit Agreement is hereby amended by deleting the
definition of "Commitment Period" in Article I in its
entirety, and substituting the following in place thereof:
"'Commitment Period' shall mean the period from the
date hereof to August 31, 2001 (unless extended
pursuant to Section 2.7 hereof)."
2. The Credit Agreement is hereby amended by deleting the
definition of "LIBOR Margin" in Article I in its entirety,
and substituting the following in place thereof:
"`LIBOR Margin' shall be calculated as follows based on
the ratings accorded to Borrower's senior debt by
Standard & Poor's (`S&P') or Moody's Investors Service,
Inc. (`Moody's'), whichever is higher:
S&P Rating Moody's Rating LIBOR Margin
A or higher A2 or higher 15.00 Basis Points
A- A3 15.00 Basis Points
BBB+ Baa1 20.00 Basis Points
BBB Baa2 22.50 Basis Points
BBB- or less Baa3 or less 25.00 Basis Points
The LIBOR Margin shall be in effect for so long as
the rating determining the LIBOR Margin is in
effect."
3. The Credit Agreement is hereby amended by deleting the
date "August 31, 2000" wherever it appears in Section 2.1,
and substituting for that deleted date, the date "August 31,
2001".
4. The Credit Agreement is hereby amended by deleting
Section 2.5 in its entirety and substituting the following in place
thereof:
"SECTION 2.5. FACILITY FEES; TERMINATION OR REDUCTION
OF COMMITMENTS. Borrower agrees to pay to Agent, for
the ratable account of each Bank, as a consideration for
its Commitment hereunder, a facility fee calculated at a
rate or rates as hereinafter provided in this Section
2.5 (based on a year having 360 days and calculated for
the actual number of days elapsed) from the date hereof
to and including the last day of the Commitment Period,
on the average daily amount of such Bank's Commitment
hereunder, payable on __________, 1996, and quarter-
annually thereafter. The facility fee shall be
calculated as follows at a rate expressed in terms of
Basis Points per annum based on the ratings accorded to
Borrower's senior unsecured long-term debt by S&P or
Moody's, whichever is higher:
S&P Rating Moody's Rating Facility Fee
A or higher A2 or higher 8.00 Basis Points
A- A3 10.00 Basis Points
BBB+ Baa1 12.50 Basis Points
BBB Baa2 15.00 Basis Points
BBB- or less Baa3 or less 22.50 Basis Points
Borrower may at any time or from time to time terminate
in whole or ratably in part the Commitments of the Banks
hereunder to an amount not less than the aggregate
principal amount of the loans then outstanding, by
giving Agent not less than two (2) Cleveland banking
days' notice, provided that any such partial termination
shall be in an aggregate amount for all the Banks of Ten
Million Dollars ($10,000,000) or any integral multiple
thereof. The Agent shall promptly notify each Bank of
its proportionate amount and the date of each such
termination. After each such termination, the facility
fees payable hereunder shall be calculated upon the
Commitments of the Banks as so reduced. If the Borrower
terminates in whole the Commitments of the Banks, on the
effective date of such termination (the Borrower having
prepaid in full the unpaid principal balance, if any, of
the Notes outstanding together with all interest (if
any) and facility fees accrued and unpaid) all of the
Notes outstanding shall be delivered to the Agent marked
'Cancelled' and redelivered to the Borrower. Any
partial reduction in the Commitments of the Banks shall
be effective during the remainder of the Commitment
Period."
5. The Credit Agreement is hereby amended by adding a new
Section 2.7 reading as follows:
"SECTION 2.7. Extension of Commitment Period;
Mandatory Termination of Commitments. The Banks, in
their absolute and sole discretion, may, upon the
Company's request, extend for successive one (1) year
periods the term of the Commitment Period. The first of
such requests by the Company shall be in writing
addressed to the Agent and shall be made not less than
thirty (30) days prior to August 31, 2001. Any
subsequent request for an extension of the Commitment Period
for a successive one (1) year period shall likewise be made
to the Agent not less than thirty (30) days prior to the
next succeeding August 31 in the applicable year. If any
such request is granted by all the Banks, the Commitment Period
shall automatically be extended to the date of such extension.
No Bank shall be obligated to grant the Company any such
extension and no such extension shall be effective as to
any Bank unless consented to in writing by all of the
Banks. Unless the Commitment Period is extended (as
herein provided), the Commitments shall terminate on the
last day of the Commitment Period and any Loans then
outstanding (together with accrued interest thereon)
shall be due and payable on such date."
6. Section 6.8 (Borrowings), Section 6.12 (Acquisitions)
and Section 6.13 (Keep Well Agreements) of the Credit
Agreement are hereby deleted in their entirety.
7. Section 6.9 of the Credit Agreement is hereby amended by
deleting subpart (viii) and adding new subparts (viii), (ix)
and (x) reading as follows:
"(viii) any lien(s) created, assumed or existing on
property or assets of any Consolidated Subsidiary at the
time of acquisition thereof (including acquisition
through merger or consolidation),
(ix) liens on property or assets of a Consolidated
Subsidiary other than a wholly-owned Subsidiary, and
(x) any lien renewing, extending or refunding any
lien permitted by clauses (iv), (v), (vi), (vii) and
(viii) above, provided that the principal amount secured
is not increased, and the lien is not extended to other
property."
8. Section 6.11(ii) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the
following in place thereof:
"(ii) own, purchase, or acquire
(a) U.S. government treasuries,
(b) U.S. federal agency securities,
(c) municipal bonds and notes,
(d) bank investments including repurchase
agreements, bankers' acceptances, certificates
of deposit, and Eurodollar time deposits,
(e) corporate investments including commercial
paper, master notes, and corporate obligations,
(f) institutional money market funds."
9. The Credit Agreement is hereby amended by deleting Annex
A in its entirety and substituting Annex A-1 attached hereto
in place thereof.
10. The Credit Agreement is hereby amended by deleting
Exhibit A and Exhibit A-1 and substituting in place thereof,
new Exhibit A and new Exhibit A-1 in the form of Exhibit A
and Exhibit A-1 attached hereto.
11. Concurrently with the execution of this Amendment
Agreement, Borrower shall execute and deliver to each Bank a
Revolving Credit Note (Prime Rate Loans and Domestic Fixed
Rate Loans) and a Revolving Credit Note (LIBOR Loans), of
even date herewith, and being in the form and substance of
Exhibit A and Exhibit A-1 attached hereto with the blanks
appropriate filled. After receipt of such new promissory
notes, each Bank will mark the promissory notes being
replaced hereby "Replaced" and return the same to Borrower.
12. Borrower hereby represents and warrants to the Agent and
the Banks that (a) Borrower has the legal power and authority
to execute and deliver this Amendment Agreement; (b) the
officials executing this Amendment Agreement have been duly
authorized to execute and deliver the same and bind Borrower
with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and
observance by Borrower of the provisions hereof do not
violate or conflict with the organizational agreements of
Borrower or any law applicable to Borrower or result in a
breach of any provision of or constitute a default under any
other agreement, instrument or document binding upon or
enforceable against Borrower; (d) as of the date of this
Amendment Agreement, the representations and warranties
contained in Article VII of the Credit Agreement are true and
correct, and (e) this Amendment Agreement constitutes a
valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.
13. Borrower hereby represents and warrants to the Agent and
the Banks that no Possible Default exists under the Credit
Agreement, nor will any occur immediately after the execution
and delivery of this Amendment Agreement by the performance
or observance of any provision hereof.
14. Each reference to the Credit Agreement that is made in
the Credit Agreement or any other writing shall hereafter be
construed as a reference to the Credit Agreement as amended
hereby. Except as herein otherwise specifically provided,
all provisions of the Credit Agreement shall remain in full
force and effect and be unaffected hereby.
15. The rights and obligations of all parties hereto shall
be governed by the laws of the State of Ohio.
<PAGE>
16. This Amendment Agreement may be executed in any number
of counterparts each of which, when so executed and
delivered, shall be an original, but such counterparts shall
together constitute one and the same instrument. After
execution of this Amendment Agreement by all the parties
hereto, this Amendment Agreement shall be effective as of
__________________, 1996.
THE TIMKEN COMPANY KEYBANK NATIONAL
ASSOCIATION,(formerly
known as Society National Bank),
individually and as Agent
By:/s/ G. E. Little__________
And__________________________ By:/s/ Marianne Mail________
MORGAN GUARANTY TRUST COMPANY THE BANK OF NEW YORK
OF NEW YORK
By:/s/ Patricia P. Lunka______ By:/s/ Robert J. Joyce________
MIDLAND BANK, PLC BANK ONE, AKRON,N.A.
By:/s/ David Phillips_________ By:/s/ Bernard McRae, Jr._____
CREDIT SUISSE MELLON BANK,N.A.
By:/s/ Christopher J. Eldin____ By:/s/ Dwayne R. Finney_______
And:_________________________ NBD BANK
NATIONSBANK, N.A. (formerly By:/s/ Paul DeMelo_____________
known as Nationsbank of North
Carolina, N.A.)
By:/s/ Michael Monte________ SOCIETE GENERAL
THE NORTHERN TRUST COMPANY By:/s/ E. Bellaiche____________
By:/s/ James S. Minehart_____ THE BANK OF NOVA SCOTIA
UNITED NATIONAL BANK AND TRUST By:/s/ A. S. Norsworthy________
By:/s/ Leo Doyle_____________
<PAGE>
ANNEX A-1
Banking Institutions Parties to the
Amended and Restated Credit Agreement
Dated as of December 31, 1991, as amended, with
The Timken Company; Commitments and Percentages
Name of Bank Maximum Amount Percentages
KEYBANK NATIONAL ASSOCIATION $44,158,000 14.719
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK 36,826,000 12.275
THE BANK OF NEW YORK 24,252,000 8.084
BANK ONE, AKRON, N.A. 24,252,000 8.084
CREDIT SUISSE 24,252,000 8.084
MELLON BANK, N.A. 24,252,000 8.084
NBD BANK 24,252,000 8.084
THE NORTHERN TRUST COMPANY 24,252,000 8.084
NATIONSBANK, N.A. 24,252,000 8.084
MIDLAND BANK, PLC 24,252,000 8.084
SOCIETE GENERALE 20,000,000 6.667
UNITED NATIONAL BANK AND TRUST 5,000,000 1.667
TOTALS $300,000,000 100.00
<PAGE>
EXHIBIT A
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$_________________ Canton, Ohio
_________________, 1996
FOR VALUE RECEIVED, the undersigned, THE TIMKEN COMPANY, an
Ohio corporation (the "Borrower"), promises to pay at the end of
the Commitment Period, to the order of
_________________________________________________________________
(the "Bank") at the Main Office of KeyBank National Association,
Agent, 127 Public Square, Cleveland, Ohio 44114-1306, the
principal sum of
________________________________________________________DOLLARS
or the aggregate unpaid principal amount of all Prime Rate Loans
and all Domestic Fixed Rate Loans evidenced by this note made by
the Bank to the Borrower pursuant to Section 2.1 of the credit
agreement hereinafter referred to, whichever is less, in lawful
money of the United States of America. Capitalized terms used
herein shall have the meanings ascribed to them in said credit
agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each such loan from time to time outstanding
from the date of such loan until the payment in full thereof at
the rates per annum which shall be determined in accordance
with the provisions of Section 2.1 of the credit agreement. Said
interest shall be payable on each date provided for in said
Section 2.1; provided, however, that interest on any
principal portion which is not paid when due shall be payable on
demand.
The portions of the principal sum hereof from time to
time representing Prime Rate Loans and Domestic Fixed Rate
Loans, and payments of principal of either thereof, will be
shown on the grid(s) attached hereto and made a part hereof.
All loans by the Bank to the Borrower pursuant to the credit
agreement (except LIBOR Loans) and all payments on account of
principal hereof shall be recorded by the Bank prior to
transfer hereof and endorsed on such grid(s).
If this note shall not be paid at maturity, whether
such maturity occurs by reason of lapse of time or by
operation of any provision for acceleration of maturity
contained in the credit agreement hereinafter referred to,
the principal hereof and the unpaid interest thereon shall
bear interest, until paid, for Prime Rate Loans and Domestic
Fixed Rate Loans at a rate per annum which shall be two per
cent (2%) above the Prime Rate from time to time in effect.
All payments of principal of and interest on this note shall
be made in immediately
available funds.
This note is issued in substitution of and as a
replacement for that certain Revolving Credit Note dated
August 15, 1995, and is one of the Revolving Credit Notes
referred to in the amended and restated credit agreement
dated as of December 31, 1991, between the Borrower, the
banks named therein and KeyBank National Association, as
Agent, as amended from time to time, and is entitled to the
benefits thereof. Reference is made to such credit agreement
for a description of the right of the undersigned to
anticipate payments hereof, the right of the holder hereof to
declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
Address: 1835 Dueber Avenue THE TIMKEN COMPANY
Canton, Ohio 44706
By:____________________________
and___________________________
<PAGE>
EXHIBIT A-1
REVOLVING CREDIT NOTE
(LIBOR Loans)
$_______________
Canton, Ohio
_____________________,1996
FOR VALUE RECEIVED, the undersigned, THE TIMKEN
COMPANY, an Ohio corporation (the "Borrower"), promises to
pay at the end of the Commitment Period, to the order of
_____________________________________________________________
(the "Bank") at the Main Office of KeyBank National
Association, 127 Public Square, Cleveland, Ohio 44114-1306
the principal sum of
_____________________________________________________DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this note made by the Bank to the Borrower
pursuant to Section 2.1 of the credit agreement hereinafter
referred to, whichever is less, in lawful money of the United
States of America. Capitalized terms used herein shall have
the meanings ascribed to them in said credit agreement.
The Borrower promises also to pay interest on the
unpaid principal amount of each such loan from time to time
outstanding from the date of such loan until the payment in
full thereof at the rates per annum which shall be determined
in accordance with the provisions of Section 2.1 of the
credit agreement. Said interest shall be payable on each
date provided for in said Section 2.1; provided, however,
that interest on any principal portion which is not paid when
due shall be payable on demand.
The portions of the principal sum hereof from time to
time representing LIBOR Loans, and payments of principal
thereof, will be shown on the grid(s) attached hereto and
made a part hereof. All LIBOR Loans by the Bank to the
Borrower pursuant to the credit agreement and all payments on
account of principal hereof shall be recorded by the Bank
prior to transfer hereof and endorsed on such grid(s).
If this note shall not be paid at maturity, whether
such maturity occurs by reason of lapse of time or by
operation of any provision for acceleration of maturity
contained in the credit agreement hereinafter referred to,
the principal hereof and the unpaid interest thereon shall
bear interest, until paid, for LIBOR Loans at a rate per
annum which shall be two per cent (2%) above the Prime Rate
from time to time in effect. All payments of principal of and
interest on this note shall be made in immediately available
funds.
This note is issued in substitution of and as a
replacement for that certain Revolving Credit Note dated
August 15, 1995, and is one of the Revolving Credit Notes
referred to in the amended and restated credit agreement
dated as of December 31, 1991, between the Borrower, the
banks named therein and KeyBank National Association, as
Agent, as amended from time to time, and is entitled to the
benefits thereof. Reference is made to such credit agreement
for a description of the right of the undersigned to anticipate
payments hereof, the right of the holder hereof to declare this
note due prior to its stated maturity, and other terms and
conditions upon which this note is issued.
Address: 1835 Dueber Avenue THE TIMKEN COMPANY
Canton, Ohio 44706
By:________________________
and________________________
THE TIMKEN COMPANY
and
MELLON BANK, N.A.
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 24, 1996
<PAGE>
THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental
Indenture"), dated as of July 24, 1996, between THE TIMKEN
COMPANY, an Ohio corporation (the "Issuer"), and MELLON BANK,
N.A., a national banking association organized under the laws of
the United States of America (the "Trustee").
WITNESSETH;
WHEREAS, Issuer and Society Trust Company of New York
("Society"), formerly known as Ameritrust Company of New York
entered into that certain Indenture, dated as of July 1, 1990
(the "Indenture");
WHEREAS, Issuer, Society and Trustee entered into that
certain Agreement of Resignation, Appointment and Acceptance,
dated as of July 3, 1996, whereby Trustee was appointed as
successor to Society under the Indenture;
WHEREAS, capitalized terms used herein and not
otherwise defined herein are used herein as defined in the
Indenture;
WHEREAS, the amendments to the Indenture as hereinafter
set forth are such as are permitted under Section 8.1 of the
Indenture;
NOW, THEREFORE:
The Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders
from time to time of the Securities and of the Coupons, if any,
appertaining thereto as follows:
1. Section 2.3. Section 2.3(9) appearing on page 11
of the Indenture is hereby amended in its entirety to read as
follows:
"if other than denominations of $1,000 and any integral
multiple of $1,000 in excess thereof in the case of
Registered Securities, the denominations in which
Securities of the series shall be issuable."
2. Section 2.7 The first paragraph of Section 2.7
appearing on page 15 of the Indenture is hereby amended in its
entirety to read as follows;
"SECTION 2.7 Denomination and Date of Securities;
Payments of Interest. The Securities of each series
shall be issuable as Registered Securities or
Unregistered Securities in denominations established as
contemplated by Section 2.3 or, with respect to the
Registered Securities of any series, if not so
established, in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof. If
denominations of Unregistered Securities of any series
are not so established such Securities shall be
issuable in denominations of $1,000 and any integral
multiple in excess thereof. The Securities of each
series shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same
may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.
3. Exhibits A and B to the Indenture are hereby
deleted in their entirety and replaced by, respectively, Exhibits
A and B attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed all as of July 24,
1996.
THE TIMKEN COMPANY
By:/s/ Gene Little
Title:
MELLON BANK, N.A.
By:/s/ Clive Nagy
Title:
<PAGE>
REGISTERED
NO. FXR Exhibit A
AMENDED AND RESTATED
FORM OF FIXED RATE NOTE
THE TIMKEN COMPANY
MEDIUM-TERM NOTE, SERIES A
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER
THE APPROXIMATE METHOD) SET FORTH BELOW HAS BEEN COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
GLOBAL MEDIUM-TERM NOTE,
SERIES A: YES ____ NO ____
If this Note is designated as a Global Medium-Term Note, Series
A, the following shall apply:
Unless this Certificate is presented by an authorized
representative of The Depositary Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC and any payment
is made to Cede & Co. or such other entity as requested by an
authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
Original Issue Initial Redemption Interest Rate: Maturity
Date: Date: Date:
Interest Accrual Initial Redemption Interest Payment Dates:
Date: Percentage: February 15
August 15
Total Amount of Annual Redemption Applicability of Specified
OID: Percentage Reduction: Modified Payment Currenty:
Upon Acceleration:
Original Yield Optional Repayment If yes, state Issue
To Maturity: Date(s): Price:
Initial Accrual
Period OID:
<PAGE>
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned Indenture.
MELLON BANK, N.A.,
as Trustee
BY:______________________
Authorized Signer
<PAGE>
THE TIMKEN COMPANY
Medium-Term Fixed Rate Notes
The Timken Company, an Ohio corporation, (the "Issuer")
for value received, hereby promises to pay to
or registered assignees, the principal sum of
, on the Maturity Date specified above (except to the extent redeemed
or repaid prior to the Maturity Date) and to pay interest thereon at
the Interest Rate per annum specified above from the Original Issue
Date specified above until the principal hereof is paid or duly made
available for payment (except as provided below), semiannually in
arrears on the fifteenth day of February and August in each year
commencing on the Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date (or any
redemption or repayment date); provided, however, that if the
Original Issue Date occurs between a Record Date, as defined below,
and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original
Issue Date to the registered Holder of this Note on the Record Date
with respect to such second Interest Payment Date.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for,
from the Original Issue Date, until the principal hereof has been
paid or duly made available for payment (except as provided below).
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to an Interest Payment Date
(whether or not a Business Day) (the "Record Date"); provided,
however, that interest payable on the Maturity Date (or any
redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable. As used herein, "Business
Day" means any day that is not a Saturday or Sunday and that in The
City of New York is not a day on which banking institutions are
authorized or obligated by law to close and (i) with respect to Notes
denominated in a Specified Currency other than U.S. dollars or
European Currency Units ("ECUs") in the capital city of the country
of the Specified Currency and (ii) with respect to Notes denominated
in ECUs, in Brussels, Belgium.
Payment of the principal of this Note and interest due at
the Maturity Date (or any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the
office or agency of the Trustee as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of
New York, or at such other office or agency as the Issuer may
determine, by wire transfer, if appropriate instructions therefor
have been received at least 15 Business Days prior to the date of the
related payment; otherwise such payment shall be made by check.
Payment of the principal of and interest on this Note will be made in
such coin or currency of the United States of America or in a
Specified Currency other than U.S. dollars as indicated herein as at
the time of payment is legal tender for payment of public and private
debts; provided, however, that U.S. dollar payments of interest,
other than interest due at maturity or any date of redemption or
repayment, will be made by United States dollar check mailed to the
address of the Person entitled thereto as such address shall appear
in the Note register. A Holder of U.S. $10,000,000 or more in
aggregate principal amount of Notes having the same Interest Payment
Date will be entitled to receive payments of interest, other than
interest due at maturity or any date of redemption or repayment, by
wire transfer of immediately available funds if appropriate wire
transfer instructions in writing have been received by the Trustee
not less than 15 calendar days prior to the applicable Interest
Payment Date. Payments of interest on Notes in a Specified Currency
other than U.S. dollars will be made by wire transfer of immediately
available funds to an account maintained, by the Holder with a bank
located outside the United States and the Holder of such Notes shall
provide the Trustee with the appropriate wire transfer instructions.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the
Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed under its corporate seal.
DATED: THE TIMKEN COMPANY
By:________________________
Title:
<PAGE>
This Note is one of a duly authorized issue of Medium-Term
Notes, Series A having maturities from nine months to 30 years from
the date of issue (the "Notes") of the Issuer. The Notes are
issuable under an Indenture, dated as of July l, 1990 (herein called
the "Indenture") between the Issuer and Mellon Bank, N.A. (as
successor to Ameritrust Company of New York), as Trustee (herein
called the "Trustee,"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of
the Issuer, the Trustee and Holders of the Notes and the terms upon
which the Notes are, and are to be, authenticated and delivered. The
terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise,
all as provided in the Indenture. To the extent not inconsistent
herewith the terms of the Indenture are hereby incorporated by
reference herein.
If no Initial Redemption Date is specified on the face
hereof, this Note may not be redeemed prior to the Maturity Date. If
so indicated on the face of this Note, this Note may be redeemed at
the option of the Issuer, on or after the Initial Redemption Date, if
any, specified on the face hereof, together with interest accrued and
unpaid thereon to the date of redemption (except as provided below).
Notice of redemption shall be mailed to the registered Holders of the
Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days
prior to the date of redemption, subject to all the conditions and
provisions of the Indenture. In the event of redemption of this Note
in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.
The "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the face hereof, of the principal
amount of this Note to be redeemed and, if not 100% of such principal
amount, shall decline on each anniversary of the Initial Redemption
Date, specified on the face hereof, by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of
such principal amount.
If no Option Repayment Date(s) is set forth on the face
hereof, this Note may not be repaid prior to the Maturity Date. If
so indicated on the face of this Note, this Note may be subject to
repayment at the option of the Holder on the Optional Repayment
Date(s) specified on the face hereof, together with interest accrued
and unpaid thereon to the date of repayment (except as provided
below). For this Note to be repaid in whole or in part at the option
of the Holder hereof, the Trustee must receive not less than 30 or
more than 45 days prior to the Optional Repayment Date (i) the Note
with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank
or a trust company in the United States of America setting forth the
name of the Holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of the Note's tenor
or terms, the principal amount hereof to be prepaid, a statement that
the option to elect repayment is being exercised thereby and a
guarantee that this Note to be prepaid with the form entitled "Option
to Elect Repayment" below duly completed will be received by the
Trustee no later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and this Note and
form duly completed are received by the Trustee by such fifth
Business Day. Exercise of such repayment option shall be
irrevocable. Such option may be exercised by the Holder for less
than the entire principal amount provided that the principal amount
remaining Outstanding after repayment is at least $100,000 or any
larger amount that is an integral multiple of $1,000. In the event
of repayment of this Note in part only, a new Note or Notes for the
amount of the portion hereof that is not repaid shall be issued in
the name of the Holder hereof upon the cancellation hereof.
Interest payments on this Note will include interest
accrued to but excluding the Interest Payment Dates or Maturity Date
(or earlier redemption or repayment date), as the case may be.
Interest payments for this Note will be computed and paid on the
basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a
Business Day, payment of interest or principal otherwise payable on
such date need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or on the Maturity Date (or the redemption
or repayment date), and no interest shall accrue for the period from
and after the Interest Payment Date or the Maturity Date (or the
redemption or repayment date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder
are direct, unsecured obligations of the Issuer, and rank without
preference or priority among themselves and pari passu with all other
existing and future unsecured and unsubordinated indebtedness of the
Issuer.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without
coupons, and, if denominated in U.S. dollars, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000
in excess thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, it is issuable only in
denominations of the equivalent of U.S. $1,000 (rounded down to an
integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units
of such Specified Currency, as determined by reference to the noon
dollar buying rate in New York City for cable transfers of such
Specified Currency published by the Federal Reserve Bank of New York
(the "Market Exchange Rate") on the Business Day immediately
preceding the date of issuance; provided, however, in the case of
ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the
European Communities, or any successor publication, on the Business
Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in The City of New York a
register for the registration and transfer of Notes. This Note may
be transferred at the aforesaid office of the Trustee by surrendering
this Note for cancellation, accompanied by a written instrument of
transfer in form satisfactory to the Trustee and duly executed by the
registered Holder hereof in person or by the Holder's attorney duly
authorized in writing, and thereupon the Trustee will issue in the
name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and for a like
aggregate principal amount in authorized denominations, subject to
the terms and conditions set forth herein; provided, however, that
the Trustee will not be required (i) to register the transfer of or
exchange any Note that has been called for redemption in whole or in
part, except the unredeemed portion of Notes being redeemed in part,
(ii) to register the transfer of or exchange any Note if the Holder
thereof has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the
transfer of or exchange Notes to the extent and during the period so
provided in the Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other
authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such exchanges of Notes will be
free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in
connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory
to the Trustee and executed by the registered Holder in person or by
the Holder's attorney duly authorized in writing. The date of
registration of any Note delivered upon any exchange or transfer of
Notes shall be such that no gain or loss of interest results from
such exchange or transfer.
In case any Notes shall at any time become mutilated,
defaced or be destroyed, lost or stolen and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be
required in the premises) shall be delivered to the Trustee, a new
Note of like tenor will be issued by the Issuer in exchange for the
Note so mutilated or deface, or in lieu of the Note so destroyed or
lost or stolen, but, in the case of any destroyed or lost or stolen
Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of
them. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery
of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Indenture provides that, (a) if an Event of Default (as
defined in the Indenture) due to the default in payment of principal
of or interest on any series of Securities issued under the
Indenture, including the series of Medium-Term Notes, Series A of
which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the Securities of such series but not applicable to all
Outstanding Securities issued under the Indenture shall have occurred
and be continuing, either the Trustee or the Holders of not less than
25% in principal amount of the Securities of each affected series
(each such series voting as a separate class) may then declare the
principal of all Securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of
Default due to a default in the performance of any other of the
covenants or agreements in the Indenture applicable to all
Outstanding Securities issued thereunder, including this Note, or due
to certain events of bankruptcy, insolvency or reorganization of the
Issuer, shall have occurred and be continuing, either the Trustee or
the Holders of not less than 25% in principal amount of all
Securities issued under the Indenture then Outstanding (treated as
one class) may declare the principal of all such Securities and
interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past
defaults may be waived (except a continuing default in payment of
principal or interest on such Securities) by the Holders of a
majority in principal amount of the Securities of all affected series
then Outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then if the principal hereof is
declared to be due and payable as described in the preceding
paragraph, the amount of principal due and payable with respect to
this Note shall be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus
the original issue discount amortized from the Original Issue Date to
the date of declaration, which amortization shall be calculated using
the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
The Indenture permits the Issuer and the Trustee, with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of each series issued under the
Indenture then Outstanding and affected, to execute supplemental
indentures adding any provisions to or modifying in any manner the
rights of the Holders of each series so affected; provided that the
Issuer and the Trustee shall not, without the consent of the Holder
of each Outstanding Security affected thereby, (a) extend the final
maturity of any such security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption or repayment
thereof, or change the currency of payment thereof, or impair or
affect the rights of any Holder to institute suit for the payment
thereof without the consent of the Holder of each Security so
affected; or (b) reduce the aforesaid percentage in principal amount
of Securities the consent of the Holders of which is required for any
such supplemental indenture, without the consent of the Holders of
each Security so affected.
Except as set forth below, if the principal of, or interest
on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer
for making payments hereon due to the imposition of exchange controls
or other circumstances beyond the control of the Issuer or is no
longer used by the government of the country issuing such currency or
for the settlement of transactions by public institutions within the
international banking community, then the Issuer will be entitled to
satisfy its obligations to the Holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate on
the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date. Any
payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.
If payment in respect of a Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange
controls or other circumstances beyond the Issuer's control or are no
longer used in the European Monetary System, then all payments in
respect of this Note shall be made in U.S. dollars until ECUs are
again available or so used. The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of the ECU
in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date
(the "Day of Valuation") shall be determined by the Issuer or its
agent on the following basis. The component currencies of the ECU
for this purpose (the "Components") shall be the currency amounts
that were components of the ECU as of the last date on which the ECU
was used in the European Monetary System. The equivalent of the ECU
in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each of
the Components shall be determined by the Issuer or such agent on the
basis of the most recently available Market Exchange Rates for such
Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If
two or more Components are consolidated into a single currency, the
amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated component currencies expressed in such single currency.
If any Component is divided into two or more currencies, the amount
of the original component currency shall be replaced by the amounts
of such two or more currencies, each of which shall be equal to the
amount of the original component currency separated into the number
of currencies into which such original currency was divided.
All determinations referred to above made by the Issuer or
its agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive to the extent permitted by law for
all purposes and binding on Holders of Notes.
So long as this Note shall be Outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the
principal of and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency
in said Borough of Manhattan for the registration, transfer and
exchange as aforesaid of the Notes. The Issuer may designate other
agencies for the payment of said principal and interest at such place
or places (subject to applicable laws and regulations) as the Issuer
may decide. So long as there shall be such an agency, the Issuer
shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee for the payment of the principal of or interest on any Notes,
that remain unclaimed at the end of two years after such principal or
interest shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee shall notify
the Holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only
to the Issuer for payment thereof and (ii) such moneys shall be so
repaid to the Issuer. Upon such repayment all liability of the
Trustee with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest on this Note as the same shall
become due.
No provision of this Note or of the Indenture shall alter
or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at
the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the
registered Holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Holder in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Trustee nor any such agent shall
be affected by notice to the contrary.
No recourse shall be had for the payment of the principal
of or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past,
present or future, of the Issuer or of any successor corporation,
either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIFORM GIFT MIN
ACT - ..................Custodian....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in
the above list.
_______________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE]
________________________________________!
________________________________________!
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such
Note on the books of the Issuer, with full power of substitution
in the premises.
Dated:___________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Note in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
applicable Repayment Price thereof together with interest to the
Repayment Date, to the undersigned at
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within
Note is to be repaid, specify the portion thereof which the
Holder elects to have repaid ____________________; and specify
the denomination or denominations (which shall be in authorized
denominations) of the Notes to be issued to the Holder for the
portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the
portion not being repaid):
Dated:__________________ ___________________________________
(Signature)
<PAGE>
Exhibit B
AMENDED AND RESTATED
FORM OF FLOATING RATE NOTE
REGISTERED
No. FLR
THE TIMKEN COMPANY
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
GLOBAL MEDIUM-TERM NOTE,
SERIES A: YES ___ NO ___
If this Note is designated as a Global Medium-Term Note,
Series A, the following shall apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company to the issuer or
its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of
The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
BASE RATE: ORIGINAL ISSUE DATE: MATURITY DATE:
INDEX MATURITY: INTEREST ACCRUAL DATE: INTEREST PAYMENT PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RATE: INTEREST PAYMENT
MINUS): DATE(S):
ALTERNATE RATE EVENT INITIAL INTEREST RESET INTEREST RESET PERIOD:
SPREAD: DATE:
SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: INTEREST RESET DATE(S):
OPTIONAL REPAYMENT MINIMUM INTEREST RATE: CALCULATION AGENT:
DATE(S):
INITIAL REDEMPTION DATE: SPECIFIED CURRENCY:
INITIAL REDEMPTION
PERCENTAGE:
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
<PAGE>
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes
referred to in the within-mentioned
Indenture.
MELLON BANK, N.A.,
as Trustee
By ___________________
Authorized Signer
<PAGE>
The Timken Company, an Ohio corporation (the "Issuer"),
for value received, hereby promises to pay to
, or registered assignees, the principal sum of
on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay
interest thereon, from the Original Issue Date specified above at
a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal
hereof is paid or duly made available for payment. The Issuer
will pay interest in arrears monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with
the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date (or any
redemption or repayment date); provided, however, that if the
Original Issue Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date
succeeding the Original Issue Date to the registered Holder of
this Note on the Record Date with respect to such second Interest
Payment Date; and provided, further, that if an Interest Payment
Date or the Maturity Date or redemption or repayment date would
fall on a day that is not a Business Day, as defined on the
reverse hereof, such Interest Payment Date, Maturity Date or
redemption or repayment date shall be the following day that is a
Business Day, except that, in the case of a LIBOR Note, if such
next Business Day falls in the next calendar month, the Interest
Payment Date, Maturity Date or redemption or repayment date shall
be the immediately preceding day that is a Business Day.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date or, if the Interest Reset
Period specified above is daily or weekly, from, and including,
the date hereof (if no interest has been paid on this Note) or
from, and excluding, the last date in respect of which interest
has been paid or duly provided for, as the case may be. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note
(or one or more predecessor Notes) is registered at the close of
business on the date 15 calendar days prior to an Interest
Payment Date (whether or not a Business Day) (the "Record Date");
provided, however, that interest payable on the Maturity Date (or
any redemption or repayment date) will be payable to the person
to whom the principal hereof shall be payable.
Payment of the principal of this Note and interest due
hereon at the Maturity Date (or any redemption or repayment date)
will be made in immediately available funds upon surrender of
this Note at the office or agency of the Trustee, as defined on
the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other office or
agency as the Issuer may determine, by wire transfer, if
appropriate instructions therefor have been received at least 15
Business Days prior to the date of the related payment; otherwise
such payment shall be made by check. Payment of the principal of
and interest on this Note will be made in such coin or currency
of the United States of America or in a Specified Currency other
than U.S. dollars as indicated herein as at the time of payment
is legal tender for payment of public and private debts;
provided, however, that U.S. dollar payments of interest, other
than interest due at maturity or any date of redemption or
repayment, will be made by United States dollar check mailed to
the address of the person entitled thereto as such address shall
appear in the Note register. A Holder of U.S. $10,000,000 or
more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of
redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions in
writing have been received by the Trustee not less than 15
calendar days prior to the applicable Interest Payment Date.
Payments of interest on Notes in a Specified Currency other than
U.S. dollars will be made by wire transfer of immediately
available funds to an account maintained by the Holder with a
bank located outside the United States, and the Holder of such
Notes shall provide the Trustee with the appropriate wire
transfer instructions.
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Note shall
not be entitled to any benefit under the Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to
be duly executed under its corporate seal.
DATED: THE TIMKEN COMPANY
By:________________________
Title:
<PAGE>
This Note is one of a duly authorized issue of Medium-
Term Notes, Series A having maturities from nine months to 30
years from the date of issue (the "Notes") of the Issuer. The
Notes are issuable under an Indenture, dated as of July l, 1990
(herein called the "Indenture") between the Issuer and Mellon
Bank, N.A. (as successor to Ameritrust Company of New York), as
Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities of the Issuer, the Trustee and Holders of the
Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The terms of individual Notes may
vary with respect to interest rates, interest rate formulas,
issue dates, maturity dates, or otherwise, all as provided in the
Indenture. To the extent not inconsistent herewith, the terms of
the Indenture are hereby incorporated by reference herein.
If no Initial Redemption Date is specified on the face
hereof, this Note may not be redeemed prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be
redeemed at the option of the Issuer, on or after the Initial
Redemption Date, if any, specified on the face hereof, together
with interest accrued and unpaid thereon to the date of
redemption. Notice of redemption shall be mailed to the
registered Holders of the Notes designated for redemption at
their addresses as the same shall appear on the Note register not
less than 30 nor more than 60 days prior to the date of
redemption, subject to all the conditions and provisions of the
Indenture. In the event of redemption of this Note in part only,
a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
The "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the face hereof, of the
principal amount of this Note to be redeemed and, if not 100% of
such principal amount, shall decline on each anniversary of the
Initial Redemption Date, specified on the face hereof, by the
Annual Redemption Percentage Reduction, if any, specified on the
face hereof, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
If no Option Repayment Date(s) is set forth on the face
hereof, this Note may not be repaid prior to the Maturity Date.
If so indicated on the face of this Note, this Note may be
subject to repayment at the option of the Holder, on the Optional
Repayment Date(s) specified on the face hereof, together with
interest accrued and unpaid thereon to the date of repayment.
For this Note to be repaid in whole or in part at the option of
the Holder hereof, the Trustee must receive not less than 30 or
more than 45 days prior to the Optional Repayment Date (i) the
Note with the form entitled "Option to Elect Repayment" below
duly completed or (ii) a telegram, telex, facsimile transmission
or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of
America setting forth the name of the Holder of this Note, the
principal amount hereof, the certificate number of this Note or a
description of the Note's tenor or terms, the principal amount
hereof to be prepaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this
Note with the form entitled "Option to Elect Repayment" below
duly completed will be received by the Trustee no later than five
Business Days after the date of such telegram, telex, facsimile
transmission or letter and this Note and form duly completed are
received by the Trustee by such fifth Business Day. Exercise of
such repayment option shall be irrevocable. Such option may be
exercised by the Holder for less than the entire principal amount
hereof provided that the principal amount remaining Outstanding
after repayment is at least $1,000 or any larger amount that is
an integral multiple of $1,000. In the event of repayment of
this Note in part only, a new Note or Notes for the amount of the
portion hereof that is not repaid shall be issued in the name of
the Holder hereof upon the cancellation hereof.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to
the Base Rate shown on the face hereof based on the Index
Maturity, if any, shown on the face hereof (i) plus or minus the
Spread, if any, or (ii) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at
which interest on this Note is payable shall be reset as of each
Interest Reset Date (as used herein, the term "Interest Reset
Date" shall include the Initial Interest Reset Date). The
Interest Reset Date(s) will be the Interest Reset Date(s)
specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date specified on the face
hereof will be the Initial Interest Rate, (ii) the interest rate
in effect hereon for the 15 days immediately prior to the
Maturity Date hereof (or, with respect to any principal amount to
be redeemed or repaid, any redemption or repayment date) shall be
that in effect on the 15th day preceding the Maturity Date hereof
or such date of redemption or repayment, as the case may be, and
(iii) if any Note is issued between a Record Date and the related
Interest Payment Date, and such Note has daily or weekly Interest
Reset Dates, then notwithstanding the fact that an Interest Reset
Date may occur prior to such Interest Payment Date, the Initial
Interest Rate set forth on the face hereof shall remain in effect
through the first Interest Reset Date occurring on or subsequent
to such Interest Payment Date. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is
a Business Day, except that, in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day. As
used herein, "Business Day" means any day that is not a Saturday
or Sunday and that in The City of New York is not a day on which
banking institutions are authorized by law to close and (i) with
respect to Notes denominated in a Specified Currency other than
U.S. dollars or European Currency Units ("ECUs"), in the capital
city of the country of the Specified Currency, and (ii) with
respect to Notes denominated in ECUs, in Brussels, Belgium.
The Interest Determination Date pertaining to an
Interest Reset Date for Notes bearing interest calculated by
reference to the CD Rate, Commercial Paper Rate, Federal Funds
Rate and Prime Rate will be the second Business Day next
preceding such Interest Reset Date. The Interest Determination
Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second
London Banking Day preceding such Interest Reset Date. "London
Banking Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market. The
Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the
Treasury Rate shall be the day of the week in which such Interest
Reset Date falls on which Treasury bills normally would be
auctioned; provided, however, that if as a result of a legal
holiday an auction is held on the Friday of the week preceding
such Interest Reset Date, the related Interest Determination Date
shall be such preceding Friday; and provided, further, that if an
auction shall fall on any Interest Reset Date, then the Interest
Reset Date shall instead be the first Business Day following the
date of such auction.
The "Calculation Date" pertaining to any Interest
Determination Date will be the earlier of the tenth calendar day
after such Interest Determination Date or the next succeeding
Record Date after such Interest Determination Date or, if either
such day is not a Business Day, the next succeeding Business Day.
Determination of CD Rate. If the Base Rate specified
on the face hereof is the CD Rate, the CD Rate with respect to
this Note shall be determined on each Interest Determination Date
and shall be the rate on such date for negotiable certificates of
deposit having the Index Maturity specified on the face hereof as
published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or
any successor publication of the Board of Governors of the
Federal Reserve System ("H.15(519)"), under the heading "CDs
(Secondary Market)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such
Interest Determination Date, the CD Rate will be the rate on such
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof as
published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If neither of such rates is published
by 3:00 P.M., New York City time, on such Calculation Date, then
the CD Rate on such Interest Determination Date will be
calculated by the Calculation Agent referred to on the face
hereof and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date, for certificates of deposit in the
denomination of $5,000,000 with a remaining maturity closest to
the Index Maturity specified on the face hereof of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit
in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the rate of interest
in effect for the applicable period will be the same as the CD
Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).
Determination of Commercial Paper Rate. If the Base
Rate specified on the face hereof is the Commercial Paper Rate,
the Commercial Paper Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the
Money Market Yield (as defined herein) of the rate on such date
for commercial paper having the Index Maturity specified on the
face hereof, as such rate shall be published in H.15(519) under
the heading "Commercial Paper," or if not so published prior to
9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Commercial Paper Rate
shall be the Money Market Yield of the rate on such Interest
Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in Composite Quotations
under the heading "Commercial Paper." If neither of such rates
is published by 3:00 P.M., New York City time, on such
Calculation Date, then the Commercial Paper Rate shall be the
Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Interest Determination
Date of three leading dealers in commercial paper in The City of
New York selected by the Calculation Agent for commercial paper
of the Index Maturity specified on the face hereof, placed for an
industrial issuer whose bond rating is "AA," or the equivalent,
from a nationally recognized rating agency; provided, however,
that if the dealers elected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the
rate of interest payable hereon shall be the Initial Interest
Rate).
"Money Market Yield" shall be the yield calculated in
accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Federal Funds Rate. If the Base Rate
specified on the face hereof is the Federal Funds Rate, the
Federal Funds Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such
date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by
9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will
be the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If neither of such rates is published by 3:00 P.M., New
York City time, on such Calculation Date, the Federal Funds Rate
for such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight Federal funds as of 11:00
A.M., New York City time, on such Interest Determination Date
arranged by three leading brokers in Federal funds transactions
in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this
sentence, the rate of interest in effect for the applicable
period will be the same as the Federal Funds Rate for the
immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).
Determination of LIBOR. If the Base Rate specified on
the face hereof is LIBOR, LIBOR with respect to this Note shall
be determined on each Interest Determination Date as follows:
(i) As of the Interest Determination Date,
LIBOR will be either: (a) if "LIBOR Reuters" is
specified in the applicable Pricing Supplement, the
arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by
its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in
the Index Currency having the Index Maturity designated
in the applicable Pricing Supplement, commencing on the
second London Banking Day immediately following such
Interest Determination Date, that appear on the
Designated LIBOR Page as of 11:00 A.M., London time, on
that Interest Determination Date, if at least two such
offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page,
or (b) if "LIBOR Telerate" is specified in the
applicable Pricing Supplement, the rate for deposits in
the Index Currency having the Index maturity designated
in the applicable Pricing Supplement, commencing on the
second London Banking Day immediately following such
Interest Determination Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on
that Interest Determination Date. If fewer than two
offered rates appear (if "LIBOR Reuters" is specified
in the applicable Pricing Supplement) or no rate
appears (if "LIBOR Telerate" is specified in the
applicable Pricing Supplement) or no rate appears (if
"LIBOR Telerate" is specified in the applicable Pricing
Supplement), LIBOR in respect of the related Interest
Determination Date will be determined as if the parties
had specified the rate described in clause (ii) below.
(ii) With respect to an Interest
Determination Date on which fewer than two offered
rates appear (if "LIBOR Reuters" is specified in the
applicable Pricing Supplement) or no rate appears (if
"LIBOR Telerate" is specified in the applicable Pricing
Supplement), the Calculation Agent will request the
principal London offices of each of four major
reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the
Index Maturity designated in the applicable Pricing
Supplement, commencing on the second London Banking Day
immediately following such Interest Determination Date,
to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such Interest
Determination Date and in a principal amount of not
less than $1,000,000 (or the equivalent in the Index
Currency, if the Index Currency is not the U.S. dollar)
that is representative of a single transaction in such
Index Currency in such market at such time. If at
least two such quotations are provided, LIBOR
determined on such Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such
Interest Determination Date will be the arithmetic mean
of the rates quoted at approximately 11:00 A.M. (or
such other time specified in the applicable Pricing
Supplement), in the applicable principal financial
center for the country of the Index Currency on such
Interest Determination Date, by three major banks in
such principal financial center selected by the
Calculation Agent for loans in the Index Currency to
leading European banks, having the Index Maturity
designated in the applicable Pricing Supplement and in
a principal amount of not less than $1,000,000
commencing on the second London Banking Day immediately
following such Interest Determination Date (or the
equivalent in the Index Currency, if the Index Currency
is not the U.S. dollar) that is representative for a
single transaction in such Index Currency in such
market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR in effect
for the applicable period will be the same as LIBOR for
the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of
interest payable on the LIBOR Notes for which such
LIBOR is being determined shall be the Initial Interest
Rate).
Index Currency means the currency (including composite
currencies) specified in the applicable Pricing Supplement as the
currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the
Index Currency shall be U.S. dollars.
Designated LIBOR Page means either (a) if "LIBOR
Reuters" is designated in the applicable Pricing Supplement, the
display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is
designated in the applicable Pricing Supplement, the display on
the Dow Jones Telerate Service for the purpose of displaying the
London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is
specified in the applicable Pricing Supplement, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the Index Currency, Page 3750) had
been specified.
Determination of Prime Rate. If the Base Rate
specified on the face hereof is the Prime Rate, the Prime Rate
with respect to this Note shall be determined on each Interest
Determination Date and shall be the rate set forth in H.15(519)
for such date opposite the caption "Bank Prime Loan." If such
rate is not yet published by 9:00 A.M., New York City time, on
the Calculation Date, the Prime Rate for such Interest
Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters
Screen USPRIME1 (as defined below) as such bank's prime rate or
base lending rate as in effect for such Interest Determination
Date as quoted on the Reuters Screen USPRIME1 on such Interest
Determination Date, or, if fewer than four such rates appear on
the Reuters Screen USPRIME1 for such Interest Determination Rate,
the rate shall be the arithmetic mean of the prime rates quoted
on the basis of the actual number of days in the year divided by
360 as of the close of business on such Interest Determination
Date by at least two of the three major money center banks in The
City of New York selected by the Calculation Agent from which
quotations are requested. If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis
of the prime rates in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State
thereof, in each case having total equity capital of at least
U.S. $500 million and being subject to supervision or examination
by federal or state authority, selected by the Calculation Agent
to quote such rate or rates; provided, however, that if the banks
or trust companies selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the "Prime Rate" in effect
for the applicable period will be the same as the Prime Rate for
the immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the rate of interest payable on
the Prime Rate Notes for which such Prime Rate is being
determined shall be the Initial Interest Rate). "Reuters Screen
USPRIME1" means the display designated as page "USPRIME1" on the
Reuters Monitor Money Rates Services (or such other page as may
replace the USPRIME1 on that service for the purpose of
displaying prime rates or base lending rates of major United
States banks).
Determination of Treasury Rate. If the Base Rate
specified on the face hereof is the Treasury Rate, the Treasury
Rate with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate for the auction
held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the
face hereof, as published in H.15(519) under the heading
"Treasury Bills--auction average (investment)," or if not so
published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the auction
average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced
by the United States Department of the Treasury. In the event
that the results of the auction of Treasury Bills having the
Index Maturity specified on the face hereof are not published or
reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such
Determination Date, then the Treasury Rate shall be calculated by
the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of
three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified
on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate for such Interest
Reset Date will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the
face hereof. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States Federal law of
general application.
At the request of the Holder hereof, the Calculation
Agent will provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate that will
become effective as of the next Interest Reset Date.
Interest payments on this Note will include interest
accrued to but excluding the Interest Payment Dates or Maturity
Date (or any redemption or repayment date), as the case may be;
provided, however, that if the Interest Reset Period with respect
to this Note is daily or weekly, interest payable on any Interest
Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued
through and including the Record Date next preceding the
applicable Interest Payment Date. Accrued interest hereon shall
be an amount calculated by multiplying the face amount hereof by
an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day
in the period for which interest is being paid. The interest
factor for each such date shall be computed by dividing the
interest rate applicable to such day by 360 if the Base Rate is
CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number
of days in the year if the Base Rate is the Treasury Rate, as
specified on the face hereof. All percentages resulting from any
calculation of the rate of interest on this Note will be rounded,
if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in
or resulting from such calculation on this Note will be rounded
to the nearest cent (with one-half cent rounded upward). The
interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. The interest rate
applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the
Initial Interest Rate).
This Note and all the obligations of the Issuer
hereunder are direct, unsecured obligations of the Issuer and
rank without preference or priority among themselves and pari
passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer.
This Note, and any Note or Notes issued upon transfer
or exchange hereof, is issuable only in fully registered form,
without Coupons, and, if denominated in U.S. dollars, is issuable
only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. If this Note is denominated in a
Specified Currency other than U.S. dollars, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded down
to an integral multiple of 1,000 units of such Specified
Currency), or any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency, as determined
by reference to the noon dollar buying rate in New York City for
cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on
the Business Day immediately preceding the date of issuance;
provided, however, in the case of ECUs, the Market Exchange Rate
shall be the rate of exchange determined by the Commission of the
European Communities (or any successor thereto) as published in
the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding
the day of issuance.
The Trustee has been appointed registrar for the Notes,
and the Trustee will maintain at its office in The City of New
York a register for the registration and transfer of Notes. This
Note may be transferred at the aforesaid office of the Trustee by
surrendering this Note for cancellation, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the
Trustee shall issue in the name of the transferee or transferees,
in exchange herefor, a new Note or Notes having identical terms
and provisions for a like aggregate principal amount in
authorized denominations, subject to the terms and conditions set
forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note
that has been called for redemption in whole or in part, except
the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the Holder
thereof has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion of
such Note not required to be repurchased, or (iii) to register
the transfer of or exchange Notes to the extent and during the
period so provided in the Indenture with respect to the
redemption of Notes. Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the
Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge in connection therewith. All Notes
surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
executed by the registered Holder in person or by the Holder's
attorney duly authorized in writing. The date of registration of
any Note delivered upon any exchange or transfer of Notes shall
be such that no gain or loss of interest results from such
exchange or transfer.
In case any Notes shall at any time become mutilated,
defaced or be destroyed, lost or stolen and such Note or evidence
of the loss, theft or destruction thereof (together with the
indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to
the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any
destroyed or lost or stolen Note, only upon receipt of evidence
satisfactory to the Trustee and the Issuer that such Note was
destroyed or lost or stolen and, if required, upon receipt also
of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note
shall be borne by the owner of the Note mutilated, defaced,
destroyed, lost or stolen.
The Indenture provides that, (a) if an Event of Default
(as defined in such Indenture) due to the default in payment of
principal of or interest on any series of Securities issued under
the Indenture, including the series of Medium-Term Notes, Series
A of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the
Issuer applicable to the Securities of such series but not
applicable to all Outstanding Securities issued under the
Indenture shall have occurred and be continuing, either the
Trustee or the Holders of not less than 25% in principal amount
of the Securities of each affected series (each such series
voting as a separate class) may then declare the principal of all
Securities of all such series and interest accrued thereon to be
due and payable immediately and (b) if an Event of Default due to
a default in the performance of any other of the covenants or
agreements in the Indenture applicable to all Outstanding
Securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency or reorganization of the
Issuer, shall have occurred and be continuing, either the Trustee
or the Holders of not less than 25% in principal amount of all
Securities issued under the Indenture then Outstanding (treated
as one class) may declare the principal of all such Securities
and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in
payment of principal or interest on such Securities) by the
Holders of a majority in principal amount of the Securities of
all affected series then Outstanding.
The Indenture permits the Issuer and the Trustee, with
the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series
issued under the Indenture then Outstanding and affected, to
execute supplemental indentures adding any provisions to or
modifying in any manner the rights of the Holders of each series
so affected; provided that the Issuer and the Trustee shall not,
without the consent of the Holder of each Outstanding Security
affected thereby, (a) extend the final maturity of any such
Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce
any amount payable on redemption or repayment thereof, or change
the currency of payment thereof, or impair or affect the rights
of any Holder to institute suit for the payment thereof without
the consent of the Holder of each Security so affected; or (b)
reduce the aforesaid percentage in principal amount of Securities
the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of
each Security so affected.
Except as set forth below, if the principal of, or
interest on, this Note is payable in a Specified Currency other
than U.S. dollars and such Specified Currency is not available to
the Issuer for making payments hereon due to the imposition of
exchange controls or other circumstances beyond the control of
the Issuer or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by
public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to
the Holder of this Note by making such payments in U.S. dollars
on the basis of the Market Exchange Rate on the date of such
payment or, if the Market Exchange Rate is not available on such
date, as of the most recent practicable date. Any payment made
under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will
not constitute an Event of Default.
If payment in respect of this Note is required to be
made in ECUs and ECUs are unavailable due to the imposition of
exchange controls or other circumstances beyond the Issuer's
control or are no longer used in the European Monetary System,
then all payments in respect of this Note shall be made in U.S.
dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of
the equivalent of the ECU in U.S. dollars, determined as
described below, as of the second Business Day prior to the date
on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any
date (the "Day of Valuation") shall be determined by the Issuer
or its agent on the following basis. The component currencies of
the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on
which the ECU was used in the European Monetary System. The
equivalent of the ECU in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components shall be
determined by the Issuer or such agent on the basis of the most
recently available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way
of combination or subdivision, the number of units of that
currency as a Component shall be divided or multiplied in the
same proportion. If two or more Components are consolidated into
a single currency, the amounts of those currencies as Components
shall be replaced by an amount in such single currency equal to
the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component
currency shall be replaced by the amounts of such two or more
currencies, each of which shall be equal to the amount of the
original component currency separated into the number of
currencies into which such original currency was divided.
All determinations referred to above made by the Issuer
or its agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive to the extent permitted
by law for all purposes and binding on Holders of Notes.
So long as this Note shall be Outstanding, the Issuer
will cause to be maintained an office or agency for the payment
of the principal of and interest on this Note as herein provided
in the Borough of Manhattan, The City of New York, and an office
or agency in said Borough of Manhattan for the registration,
transfer and exchange as aforesaid of the Notes. The Issuer may
designate other agencies for the payment of said principal and
interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by
the Trustee for the payment of the principal of or interest on
any Notes that remain unclaimed at the end of two years after
such principal or interest shall have become due and payable
(whether at maturity or upon call for redemption or otherwise),
(i) the Trustee shall notify the Holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such
moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer.
Upon such repayment all liability of the Trustee with respect to
such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the
principal of or interest on this Note as the same shall become
due.
No provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this
Note at the time, place, and rate, and in the coin or currency,
herein prescribed unless otherwise agreed between the Issuer and
the registered Holder of this Note.
Prior to due presentment of this Note for registration
of transfer, the Issuer, the Trustee and any agent of the Issuer
or the Trustee may treat the Holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Issuer, the Trustee nor any
such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director, as such,
past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ...........Custodian.............
(Cust) (Minor)
Under Uniform Gifts to Minors Act
...................
(State)
Additional abbreviations may also be used though not in
the above list.
_______________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
- -------------------------!
!
!
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such
Note on the books of the Issuer, with full power of substitution
in the premises.
Dated:___________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Note in
every particular without alteration or enlargement or
any change whatsoever.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
applicable Repayment Price thereof together with interest to the
Repayment Date, to the undersigned at
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within
Note is to be repaid, specify the portion thereof which the
Holder elects to have repaid ____________________; and specify
the denomination or denominations (which shall be in authorized
denominations) of the Notes to be issued to the Holder for the
portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the
portion not being repaid):
Dated:____________________ __________________________________
(Signature)
<TABLE>
Exhibit 11 - COMPUTATION OF PER SHARE EARNINGS
(Thousands of dollars, except per share data)
<CAPTION>
Nine Months Ended Sept. 30 Three Months Ended Sept. 30
1996 1995 1996 1995
PRIMARY ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Average shares outstanding 31,420,553 31,159,689 31,424,410 31,244,711
Net effect of stock
options - based on the
treasury stock method using
average market price (1) (1) (1) (1)
----------------------------------------------------------------
31,420,553 31,159,689 31,424,410 31,244,711
Net income (loss) $99,907 $84,547 $31,785 $19,028
Per-share amount $3.18 $2.71 $1.01 $0.61
===== ===== ===== =====
FULLY DILUTED
Average shares outstanding 31,420,553 31,159,689 31,424,410 31,244,711
Net effect of dilutive stock
options - based on the
treasury stock method using
the average quarterly market
price, if higher than exercise
price 274,627 317,760 208,499 380,489
----------------------------------------------------------------
31,695,180 31,477,449 31,632,909 31,625,200
Net income (loss) $99,907 $84,547 $31,785 $19,028
Per-share amount $3.15 $2.69 $1.00 $0.60
===== ===== ===== =====
(1) Incremental number of shares excluded from calculation since they
do not have a dilutive effect.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
company's consolidated Balance Sheet and Profit & Loss financial statements and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,309
<SECURITIES> 0
<RECEIVABLES> 331,012
<ALLOWANCES> 7,670
<INVENTORY> 427,482
<CURRENT-ASSETS> 820,312
<PP&E> 2,442,432
<DEPRECIATION> 1,374,215
<TOTAL-ASSETS> 2,081,214
<CURRENT-LIABILITIES> 631,754
<BONDS> 140,930
0
0
<COMMON> 314,144
<OTHER-SE> 572,296
<TOTAL-LIABILITY-AND-EQUITY> 2,081,214
<SALES> 1,778,924
<TOTAL-REVENUES> 1,778,924
<CGS> 1,359,670
<TOTAL-COSTS> 1,359,670
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,406
<INCOME-PRETAX> 163,782
<INCOME-TAX> 63,875
<INCOME-CONTINUING> 99,907
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 99,907
<EPS-PRIMARY> 3.18
<EPS-DILUTED> 3.15
</TABLE>
