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Registration No. 333-16465
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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 of principal executive offices including zip code)
MPB EMPLOYEES' SAVINGS 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 50,000 shares(2) (3) (3) (3)
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</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, the Registration
Statement also covers an indeterminate amount of interests to be offered
pursuant to the MPB Employees' Savings Plan.
(2) Includes 25,000 shares of Common Stock originally registered pursuant to
the Registration Statement and 25,000 shares of Common Stock hereby
registered pursuant to Rule 416(b) under the Securities Act of 1933 in
connection with the registrant's stock dividend of one share of Common
Stock for each share of Common Stock outstanding on May 16, 1997.
(3) The registration fee was paid and the information relating to its
calculation was previously provided with the Registration Statement, as
filed with the Securities and Exchange Commission on November 20, 1996.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No. 333-16465
(the "Registration Statement") of The Timken Company, an Ohio corporation (the
"Company"), is filed by the Company pursuant to Rule 416(b) under the Securities
Act of 1933 to reflect the increase in the number of shares of the Company's
common stock, without par value, registered under the Registration Statement as
the result of a two-for-one stock split effected pursuant a stock dividend of
one share of common stock for each share of common stock outstanding on May 16,
1997.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company or the MPB
Employees' Savings Plan (as Amended and Restated as of October 24, 1994), as
amended (the "Plan"), with the Securities and Exchange Commission are
incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1996;
(2) Annual Report of the Plan on Form 11-K for the year ended
December 31, 1996;
(3) Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1997, and June 30, 1997;
(4) Current Report of the Company on Form 8-K dated April 15, 1997;
and
(5) The description of the Company's common stock, without par value,
contained in the Company's Registration Statement filed pursuant
to Section 12 of the Securities Exchange Act of 1934 and any
amendments and reports filed for the purpose of updating that
description.
All documents that shall be filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the filing of this registration statement and prior to the filing
of a post-effective amendment indicating that all securities offered under the
Plan have been sold or deregistering all securities then remaining unsold
thereunder shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof from the date of filing thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1 of Article IV of the Company's Amended Code of Regulations
provides that the Company shall indemnify its directors, officers and employees,
and may indemnify its agents, to the fullest extent permitted by law under
prescribed conditions and subject to various qualifications. Article IV of the
Company's Amended Code of Regulations is set forth in Exhibit 4(b) hereto and is
incorporated herein by reference.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to indemnification of directors, officers, employees and agents of an
Ohio corporation.
The Company has entered into contracts with certain of its directors
and officers that indemnify them against many of the types of claims that may be
made against them. The company also maintains insurance coverage for the benefit
of directors and officers with respect to many types of claims that
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may be made against them, some of which may be in addition to those described in
Article IV of the Company's Amended Code of Regulations.
ITEM 8. EXHIBITS.
4(a) Amended Articles of Incorporation of the Company (filed as
Exhibit 4(a) to the Company's Registration Statement No. 333-
02553 on Form S-8 and incorporated herein by reference)
(b) Amended Code of Regulations of the Company (filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, and incorporated herein by
reference)
(c) MPB Employees' Savings Plan (as Amended and Restated as of
October 24, 1994) (previously filed as Exhibit 4(b) with the
Registration Statement on November 20, 1996)
(d) Amendment No. 1 to the MPB Employees' Savings Plan (as Amended
and Restated as of October 24, 1994) (previously filed as
Exhibit 4(c) with the Registration Statement on November 20,
1996)
5 Opinion of Counsel
23(a) Consent of Independent Auditors
(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (previously filed with the Registration
Statement on November 20, 1996)
UNDERTAKING:
The undersigned registrant has submitted the Plan, and will
submit any amendments thereto, to the Internal Revenue Service and has
made or will make, as the case may be, all changes required by the
Internal Revenue Service in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
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however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Canton,
State of Ohio, on this 14th day of August 1997.
THE TIMKEN COMPANY
By:/S/ GENE E. LITTLE
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Gene E. Little
Vice President - Finance
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Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
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<S> <C> <C>
*W. R. Timken, Jr. Chairman - Board of August 14, 1997
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W. R. Timken, Jr. Directors; Director
*Joseph F. Toot, Jr. President and Chief August 14, 1997
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Joseph F. Toot, Jr. Executive Officer;
Director (Principal
Executive Officer)
*Gene E. Little Vice President - August 14, 1997
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Gene E. Little Finance (Principal
Financial and
Accounting Officer)
*Robert Anderson Director August 14, 1997
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Robert Anderson
Director
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Stanley C. Gault
*J. Clayburn LaForce, Jr. Director August 14, 1997
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J. Clayburn LaForce, Jr.
*Robert W. Mahoney Director August 14, 1997
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Robert W. Mahoney
*Jay A. Precourt Director August 14, 1997
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Jay A. Precourt
*John M. Timken, Jr. Director August 14, 1997
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John M. Timken, Jr.
*Ward J. Timken Director August 14, 1997
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Ward J. Timken
*Martin D. Walker Director August 14, 1997
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Martin D. Walker
*Charles H. West Director August 14, 1997
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Charles H. West
*Alton W. Whitehouse Director August 14, 1997
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Alton W. Whitehouse
</TABLE>
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* This Post-Effective Amendment No. 1 to the 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 filed with the Securities and Exchange
Commission as Exhibit 24 to the Registration Statement.
DATED: August 14, 1997 By:/s/ GENE E. LITTLE
--------------------------------
Gene E. Little, Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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Plan has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Keene, State of New Hampshire, on this 14th day of
August 1997.
MPB EMPLOYEES' SAVINGS PLAN
By: /S/ SCOTT C. MATHOT
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Scott C. Mathot
President of
MPB Corporation
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EXHIBIT INDEX
<TABLE>
Exhibit
Number
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<S> <C>
4(a) Amended Articles of Incorporation of the Company (filed as Exhibit
4(a) to the Company's Registration Statement No. 333-02553 on Form S-8
and incorporated herein by reference)
4(b) Amended Code of Regulations of the Company (filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, and incorporated herein by reference)
4(c) MPB Employees' Savings Plan (as Amended and Restated as of October 24,
1994) (previously filed as Exhibit 4(b) with the Registration
Statement on November 20, 1996)
4(d) Amendment No. 1 to the MPB Employees' Savings Plan (as Amended and
Restated as of October 24, 1994) (previously filed as Exhibit 4(c)
with the Registration Statement on November 20, 1996)
5 Opinion of Counsel
23(a) Consent of Independent Auditors
23(b) Consent of Counsel (included in Exhibit 5 hereto)
24 Power of Attorney (previously filed with the Registration Statement on
November 20, 1996)
</TABLE>
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EXHIBIT 5
August 14, 1997
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Re: MPB Employees' Savings Plan (as Amended and
Restated as of October 24, 1994), as Amended
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Ladies and Gentlemen:
We have acted as counsel to the Timken Company, an Ohio corporation
(the "Company"), in connection with the filing of Post-Effective Amendment No. 1
(the "Post-Effective Amendment") to Registration Statement No. 333-16465 on Form
S-8 to register pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, an additional 25,000 shares of the Company's common stock without par
value ("Common Stock") to be issued or transferred and sold under the MPB
Employees' Savings Plan (as Amended and Restated as of October 24, 1994), as
amended (the "Plan"), as the result of a two-for-one stock split effected
pursuant to a stock dividend of one share of Common Stock for each share of
Common Stock outstanding on May 16, 1997. We have examined such documents,
records and matters of law as we have deemed necessary for the purposes of this
opinion, and based thereon, we are of the opinion that the shares of Common
Stock that may be issued or transferred and sold by the Company to the Trustee
(as defined in the Plan) pursuant to the Plan will be, when issued or
transferred and sold in accordance with the Plan, duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Post-Effective Amendment.
Very truly yours,
Jones, Day, Reavis & Pogue
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Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the Registration Statement (Form S-8 No. 333-16465) pertaining to MPB
Employees' Savings Plan of our reports (a) dated February 6, 1997, with respect
to the consolidated financial statements and schedule of The Timken Company
included in its Annual Report (Form 10-K) and (b) dated May 23, 1997, with
respect to the financial statements and schedules of MPB Employees' Savings Plan
included in the Plan's Annual Report (Form 11-K), both for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Canton, Ohio
August 11, 1997
