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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): April 15, 1997
THE TIMKEN COMPANY
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(Exact name of registrant as specified in charter)
Ohio
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(State or other jurisdiction of incorporation)
Ohio 1-1169 34-0577130
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 438-3000
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ITEM 5. OTHER EVENTS
Two-for-One Stock Split.
On April 15, 1997, the Board of Directors of The Timken
Company, an Ohio corporation (the "Company"), authorized a two-for-one stock
split to be effected in the form of a stock dividend (the "Stock Split"). The
Stock Split is payable on each outstanding share of Common Stock, without par
value, of the Company (the "Common Stock"), including treasury shares. The Stock
Split is to be paid on or about May 30, 1997 to each shareholder of record as of
May 16, 1997 (the "Record Date"). In lieu of fractional shares (other than
shares issued pursuant to the Company's Dividend Reinvestment Plan), the Company
will make a cash payment based upon the mean of the high and low selling prices
of the Common Stock on the New York Stock Exchange on the Record Date, or on the
next trading date if there are no sales on the Record Date, as adjusted to
reflect the Stock Split.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit 99. Press Release, dated April 15, 1997.
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SIGNATURE
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 hereunto duly authorized.
THE TIMKEN COMPANY
By: /s/ Gene E. Little
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Name: Gene E. Little
Title: Vice President - Finance
Dated: April 15, 1997
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EXHIBIT INDEX
The Timken Company
Current Report on Form 8-K
Dated April 15, 1997
Exhibit No. Title
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99 Press Release, dated as of April 15, 1997.
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NEWS RELEASE
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FOR ADDITIONAL INFORMATION: WORLDWIDE LEADER IN BEARINGS AND STEEL
Kari L. Groh
Manager - Corporate and Marketing Communications
(330) 471-4324
THE TIMKEN COMPANY DECLARES
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300TH CONSECUTIVE DIVIDEND AND SPLITS STOCK
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CANTON, OH - April 15, 1997 - The Timken Company today declared its 300th
consecutive quarterly dividend and announced a two-for-one split of its common
stock, to be effected in the form of a stock dividend.
"This action by our board of directors results from our commitment to
increase return to shareholders through profitable sales growth and productivity
increases," said W.R. Timken, Jr., chairman - board of directors. "The stock
split is possible because of the rise in our share price and is for investors
who have bought and held our stock."
The two-for-one stock split will take effect on or about May 30, 1997, for
shareholders of record on May 16. In effect, shareholders will receive a stock
dividend of one share for every share held on May 16. The stock distribution
represents a tax-free dividend to shareholders.
The company's 300th consecutive cash dividend to be paid on common stock of
the company will be thirty-three cents per share. The dividend, payable on June
2, 1997, to shareholders of record at the close of business on May 16, 1997,
will be paid on shares prior to the stock split.
(more)
THE TIMKEN COMPANY
Mail Code: GNW-37
1835 Dueber Avenue, S.W. Telephone: (330) 471-4324
P.O. Box 6932 Facsimile: (330) 471-7032
Canton, OH 44706-0932 U.S.A. Internet: [email protected]
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As a result of another board action, the company also announced that it has
amended and extended its 1996 common stock purchase plan. As of April 15, when
the company's first quarter 1997 financial results were announced, approximately
31 million shares were outstanding. The purchase plan was initially adopted on
June 14, 1996, and authorized the company, from that date through December 31,
1998, to buy back in the open market at prevailing market prices up to two
million shares of common stock, which were to be held as treasury shares and
were to be available for general corporate purposes. Under the amended plan, the
company may continue to purchase shares for an additional 12 months following
the original expiration date, but may not purchase more than the two million
shares initially authorized.
Shares already acquired under the purchase plan, and those acquired in the
future, will be held in the company's treasury. They will be used to satisfy the
company's dividend reinvestment plan requirements, to provide shares under
non-qualified stock-incentive plans for associates and directors of The Timken
Company and its subsidiaries, and to fund qualified benefit plans that the
company and its subsidiaries maintain for associates.
The Timken Company (NYSE: TKR) is a leading international manufacturer of
highly engineered bearings and alloy steels. The company employs some 19,000
associates worldwide and reported 1996 sales of about $2.4 billion.
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THE TIMKEN COMPANY
