TIMKEN CO
POS AM, 1997-07-29
BALL & ROLLER BEARINGS
Previous: ADVANTA CORP, 424B3, 1997-07-29
Next: UNION PLANTERS CORP, 424B3, 1997-07-29



<PAGE>   1
      As filed with the Securities and Exchange Commission on July 29, 1997

                                                      Registration No. 333-17503
                                                                       ---------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 -------------

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3


                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 -------------

                               THE TIMKEN COMPANY
             (Exact name of registrant as specified in its charter)

              Ohio                                          34-0577130
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          identification No.)

                                 -------------

                            1835 Dueber Avenue, S.W.
                             Canton, Ohio 44706-2798
                                 (216) 438-3000

                 (Address, including zip code, telephone number,
        including area code of Registrant's principal executive office)

                                 -------------

                                 Larry R. Brown
                       Vice President and General Counsel
                            1835 Dueber Avenue, S.W.
                             Canton, Ohio 44706-2798
                                 (330) 438-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

================================================================================

<PAGE>   2




                                EXPLANATORY NOTE

         This Post-Effective Amendment to the Registration Statement of The
Timken Company (the "Company") (File No. 333-17503) is filed in accordance with
the undertaking of the Company pursuant to Item 512(a)(3) of Regulation S-K for
the sole purpose of de-registering 500,000 shares of Common Stock, without par
value, of the Company that were registered thereunder but remain unissued at the
terminatioin of the offering.



<PAGE>   3




                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING THIS REGISTRATION STATEMENT ON FORM S-3 AND HAS
DULY CAUSED THIS POST-EFFECTIVE AMENDMENT TO ITS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF CANTON, STATE OF OHIO, ON THIS 28TH DAY OF JULY, 1997.

                                            THE TIMKEN COMPANY

                                            By:     /s/ Gene E. Little
                                                   ---------------------------
                                                   G. E. Little
                                                   Vice President - Finance



<PAGE>   4



         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JULY 28, 1997.

         Signature                                   Title
         ---------                                   -----

                  *                            Chairman - Board of
- ------------------------------                 Directors; Director
W. R. Timken, Jr.             

                  *                            President and Chief Executive
- ------------------------------                 Officer; Director (Principal
Joseph F. Toot, Jr.                            Executive Officer)

                  *                            Vice President - Finance
- ------------------------------                 (Principal Financial Officer
Gene E. Little                                 and Principal Accounting
                                               Officer)

                  *                            Director
- ------------------------------
J. Clayburn LaForce, Jr.

                  *                            Director
- ------------------------------
Stanley C. Gault

                  *                            Director
- ------------------------------
Jay A. Precourt

                  *                            Director
- ------------------------------
Robert Anderson

                  *                            Director
- ------------------------------
Robert W. Mahoney

                  *                            Director
- ------------------------------
Martin D. Walker

                  *                            Director
- ------------------------------
John M. Timken, Jr.

                  *                            Director
- ------------------------------
Ward J. Timken

                  *                            Director
- ------------------------------
Charles H. West

                  *                            Director
- ------------------------------
Alton W. Whitehouse

*  This Post-Effective Amendment to Registration Statement has been signed on
   behalf of the above-named directors and officers of the Company by Gene E.
   Little, Vice President - Finance of the Company, as attorney-in-fact pursuant
   to a power of attorney previously filed with the Securities and Exchange
   Commission as Exhibit 24 to the Registration Statement.

DATED:   July 28, 1997

                                        By:    /s/ Gene E. Little
                                               --------------------------------
                                               Gene E. Little, Attorney-in-Fact







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission