<PAGE> 1
As filed with the Securities and Exchange Commission on November 12, 1996
Registration No. 33-50613
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 and Zip Code of Principal Executive Offices)
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KONKOR INVESTMENT PENSION PLAN
(Full title of the plan)
------------------
Larry R. Brown
Vice President and General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(330) 438-3000
(Telephone number, including area code, of agent for service)
------------------------------
This Post-Effective Amendment is being filed solely to remove
from registration securities that were registered and
will not be issued in connection with the Registrant's offering.
This Post-Effective Amendment to the Registration Statement
shall become effective upon filing with the Securities and Exchange
Commission pursuant to Rule 464 under the Securities Act of 1933.
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Termination of Registration
---------------------------
The Timken Company (the "Company") filed its Registration
Statement No. 33-50613 on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission on October 15, 1993, in order to effect the
registration of 25,000 of the Company's shares of Common Stock, without par
value (the "Common Shares"), which were to be issued and an indeterminate amount
of participation interests which were to be offered under the Konkor Investment
Pension Plan (the "Plan").
The Plan has been terminated. Pursuant to the undertaking in
the Registration Statement, this Post-Effective Amendment is being filed to
remove from registration the Common Shares that have not been issued under the
Plan and, accordingly, remain unsold upon termination of the offering pursuant
to the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The Timken Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing the Registration Statement on Form S-8
and has duly caused this Post-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Canton,
State of Ohio, on this 11th day of November, 1996.
THE TIMKEN COMPANY
By /s/ Gene E. Little
--------------------------
Gene E. Little
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman - Board of Directors; November 11, 1996
------------------------------------ Director
W. R. Timken, Jr.
* President and Chief Executive November 11, 1996
------------------------------------ Officer; Director (Principal
Joseph F. Toot, Jr. Executive Officer)
/s/ Gene E. Little Vice President - Finance (Principal November 11, 1996
------------------------------------ Financial Officer and Principal
Gene E. Little Accounting Officer)
* Director November 11, 1996
------------------------------------
Robert Anderson
* Director November 11, 1996
------------------------------------
Stanley C. Gault
Director November 11, 1996
------------------------------------
J. Clayburn La Force, Jr.
* Director November 11, 1996
------------------------------------
Robert W. Mahoney
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Director November 11, 1996
------------------------------------
Jay A. Precourt
* Director November 11, 1996
------------------------------------
John M. Timken, Jr.
* Director November 11, 1996
------------------------------------
Ward J. Timken
Director November 11, 1996
------------------------------------
Martin D. Walker
* Director November 11, 1996
------------------------------------
Charles H. West
* Director November 11, 1996
------------------------------------
Alton W. Whitehouse
</TABLE>
*The undersigned by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The Timken Company and
filed previously as an Exhibit to the Registration Statement on behalf of each
such person.
By /s/ G. E. Little
------------------------------
G. E. Little, Attorney-in-fact
November 11, 1996
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