<PAGE>
Registration No. 33-36839
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
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
(Address of principal executive offices including zip code)
VOLUNTARY INVESTMENT PROGRAM FOR
HOURLY EMPLOYEES OF LATROBE STEEL COMPANY
(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>
================================================================================
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 20,000 shares(2) (3) (3) (3)
================================================================================
</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 Voluntary Investment Program for Hourly Employees of
Latrobe Steel Company.
(2) Includes 10,000 shares of Common Stock originally registered pursuant to
the Registration Statement and 10,000 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 September 14, 1990.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement No. 33-36839
(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 to 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
Voluntary Investment Program for Hourly Employees of Latrobe Steel Company, 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
II-1
<PAGE>
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) Voluntary Investment Program for Hourly Employees of Latrobe
Steel Company, as amended
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 September 14, 1990)
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,
--------
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------
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.
(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
II-2
<PAGE>
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 state ment
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. 2 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/ LARRY R. BROWN
-----------------------------------------------
Larry R. Brown
Vice President and General Counsel
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*W. R. Timken, Jr. Chairman - Board of August 14, 1997
-----------------------
W. R. Timken, Jr. Directors; Director
*Joseph F. Toot, Jr. President and Chief August 14, 1997
-----------------------
Joseph F. Toot, Jr. Executive Officer;
Director (Principal
Executive Officer)
/S/Gene E. Little Vice President - August 14, 1997
- ------------------------ Finance (Principal
Gene E. Little Financial and
Accounting Officer)
*Robert Anderson Director August 14, 1997
-----------------------
Robert Anderson
*Stanley C. Gault Director August 14, 1997
-----------------------
Stanley C. Gault
Director
_______________________
J. Clayburn LaForce, Jr.
_______________________ Director
Robert W. Mahoney
_______________________ Director
Jay A. Precourt
*John M. Timken, Jr. Director August 14, 1997
-----------------------
John M. Timken, Jr.
*Ward J. Timken Director August 14, 1997
-----------------------
Ward J. Timken
Director
________________________
Martin D. Walker
*Charles H. West Director August 14, 1997
-----------------------
Charles H. West
*Alton W. Whitehouse Director August 14, 1997
-----------------------
Alton W. Whitehouse
II-4
<PAGE>
* This Post-Effective Amendment No. 2 to the Registration Statement has been
signed on behalf of the above-named directors and officers of the Company
by Larry R. Brown, Vice President and General Counsel 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/ LARRY R. BROWN
-----------------------------------
Larry R. Brown, Attorney-in-Fact
II-5
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
Plan has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Latrobe, State of Pennsylvania, on this 14th day of
August 1997.
VOLUNTARY INVESTMENT PROGRAM FOR HOURLY
EMPLOYEES OF LATROBE STEEL COMPANY
By: /S/ HANS J. SACK
--------------------------------
Hans J. Sack
President and Chief Executive Officer
of Latrobe Steel Company
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------- -------------------
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) Voluntary Investment Program for Hourly
Employees of Latrobe Steel Company, as
amended
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 September 14, 1990)
II-7
<PAGE>
EXHIBIT 4(c)
1994 401(K) AGREEMENT
BETWEEN
LATROBE STEEL COMPANY
AND
UNITED STEELWORKERS OF AMERICA
AFL-CIO
THIS 401(K) AGREEMENT, dated as of the 4th day of May, 1994, is between
LATROBE STEEL COMPANY, Latrobe, Pennsylvania, or its successors, (hereinafter
referred to as the Company) and the UNITED STEELWORKERS OF AMERICA, or its
successors (hereinafter referred to as the Union). Except as otherwise
expressly provided herein, the provisions of this agreement shall be effective
12:01 A.M. January 1, 1995.
PREAMBLE
WHEREAS, the parties have agreed to establish a 401(k) Plan under a 401(k)
Agreement and to provide for the payment of Benefits from the trust to be
established.
IT IS HEREBY AGREED, between the parties as follows:
ARTICLE I - DEFINITIONS
Wherever used herein, the terms hereinafter referred to in this 401(k)
Agreement shall be understood to have the following meaning:
1. The terms "Company," "Union" and "Employee," shall have the same
meanings as ascribed to such words in the 1994 Basic Agreement between the
parties dated May 4, 1994, in respect of rates of pay, hours of work, and
conditions of employment.
2. The terms "Continuous Service" and "Hour of Service" shall have the same
meanings as ascribed to such words in the 1994 Pension Agreement between the
parties dated May 4, 1994.
3. The term "Beneficial Interest" shall mean the monthly proportionate
allocation of assets held by the Plan in the name of the Trust on behalf of each
Participant, which allocation is determined as of the end of each month for
each Participant by the ratio of total contributions to the Plan made that
<PAGE>
month by the Participant compared to the total contributions to the Plan made
that month by all Participants.
4. The term "Gross Earnings" shall mean an Employee's regular wages paid
(including any overtime or premium payments and any cost of living adjustments
or cost of living allowances) during his or her period of participation in the
Plan, but excluding any special types of payments, such as, but not limited to,
suggestion awards, vacation pay, or retirement benefits. For purposes of this
Plan, gross earnings cannot exceed $150,000, or if greater, the dollar
limitation in effect under Section 401(a)(17) of the Internal Revenue Code.
5. The term "Highly Compensated Employee" shall mean any employee who,
during the year or the preceding year --
(A) was at any time a 5-percent or more owner of the Company's outstanding
common stock,
(B) received compensation from the Company in excess of $99,000 (or, if
greater, the dollar limitation in effect under Section 414(q)(1)(c) of the
Internal Revenue Code),
(C) received compensation from the Company in excess of $66,000 (or, if
greater, the dollar limitation in effect under Section 414(q)(1)(c) of the
Internal Revenue Code) and was in the top-paid group (as defined in Section
414(q)(4) of the Internal Revenue Code) of employees for such year, or
(D) was at any time an officer and received compensation greater than
$45,000 (or if greater, 150 percent of the amount in effect under Section
415(c)(1)(A)) for such year. In the case of the year for which the relevant
determination is being made, an employee not described in subparagraph (B), (C),
or (D) for the preceding year shall not be treated as described in subparagraph
(B), (C), or (D) unless such employee is a member of the group consisting of the
100 employees paid the greatest compensation during the year for which such
determination is being made.
6. The term "Participant" shall mean any Employee who meets the
requirements of Article II below.
7. The term "Plan" shall mean the 401(k) plan established by this
Agreement.
8. The term "Plan Administrator" shall mean the Company.
9. The term "Plan Year" shall mean a period which includes all pay periods
for which payment is made in a calendar year, with the first Plan Year beginning
with pay periods ending on or after January 1, 1991.
<PAGE>
10. The term "The 401(k) Trust" or "the Trust" shall mean the Trust
established in connection with the Plan which holds and invests the Participant
contributions.
11. The term "Trustee" shall mean a trust company selected by the Company
and any successors thereto.
<PAGE>
ARTICLE II - 401(K) BENEFITS
A. Eligibility and Participation
1. Participation in this Plan shall be available only to Employees of the
Company in the United States, who have completed the eligibility requirements to
be participants under the 1994 Insurance Agreement.
2. Eligible Employees must elect to participate in this Plan by filing a
written election to do so during the annual enrollment period prior to the start
of the calendar quarter to which the election applies.
3. An Employee's election to participate in this Plan shall designate the
amount of wage reduction elected by the Employee to be contributed to this Plan,
as provided in Section B of this Article II. Such election shall become
effective as of the first pay period for which payment is made in the succeeding
calendar quarter.
4. An Employee's election to participate in this Plan shall continue in
effect until the Employee files a written notice terminating his or her
participation or until such Employee ceases to be eligible to participate in
this Plan.
B. Wage Reduction Contributions
1. Prior to the beginning of a calendar quarter, in accordance with Section
A above, a Participant may elect to have his or her wages reduced and the
subsequent reduction contributed to this Plan, in an amount equal to any whole
percent between one percent (1%) and ten percent (10%) of his or her Gross
Earnings to be deducted from his or her wages payable for each pay period;
provided however, that the percent reduction selected cannot result in more than
a $9,240 wage reduction contribution on behalf of a Participant in a Plan Year
(or, if greater, the dollar limitation in effect under Section 402(g)(1) of the
Internal Revenue Code).
2. A Participant's election as to the rate of his or her wage reduction
contributions to this Plan will remain in effect until the Participant changes
his or her election, ceases to be eligible to participate, or gives written
notice terminating his or her participation in this Plan.
3. A Participant may change his or her election as to the rate of wage
reduction contributions to this Plan only by making a written election prior to
the start of a new calendar quarter. Any change made on the appropriate form
will be effective for the next Plan Year and all succeeding periods, unless
changed again by the same procedure. If a Participant discontinues
participation during a Plan Year, he or she will not be permitted to resume
participation in the same Plan Year.
<PAGE>
4. A Participant who is a Participant in the Plan at the time that the
Company pays certain lump sum payments to such Participant will have such
payment reduced and the subsequent reduction contributed to this Plan, in an
amount equal to the wage reduction percentage then in effect for such
Participant.
C. Limits on Contributions
1. In no event shall the annual addition (a Participant's wage reduction
contributions) to a Participant's account under this Plan and any other
contributions to qualified defined contribution plans maintained by the Company
exceed the lesser of $30,000 (or, if greater, one-fourth of the dollar
limitation in effect under Section 415(b)(1)(A) of the Internal Revenue Code) or
25 percent of the Participant's total compensation from the Company less the
amount of wage reduction contributions. For purposes of this Section C,
Paragraph 1, compensation shall include all amounts received by a Participant
from the Company during a calendar year for the performance of personal
services. In no event shall the amount of Participant wage reduction
contributions to a Participant's account exceed $9,240 for any Plan Year (or, if
greater, the dollar limitation in effect under Section 402(g)(1) of the Internal
Revenue Code).
2. If the annual addition limitation for any Participant would be exceeded
by the amounts contributed to this Plan and any other defined contribution plans
maintained by the Company, the contributions to the Participant's account made
under this Plan shall be reduced as necessary.
3. a. If the Participant is also a participant in a defined benefit plan
maintained by the Company, the sum of the defined benefit plan fraction and the
defined contribution plan fraction for any Plan Year may not exceed 1.0.
b. The defined benefit plan fraction is a fraction, the numerator of which
is the sum of the Participant's projected annual benefits under all defined
benefit plans (whether or not terminated) maintained by the Company, and the
denominator of which is the lesser of (a) 1.25 times the dollar limitation of
Section 415(b)(1)(A) of the Internal Revenue Code in effect for the limitation
year, or (b) 1.4 times the Participant's average compensation for the three
consecutive years that produce the highest average.
c. The defined contribution plan fraction is a fraction, the numerator of
which is the sum of the annual additions to the Participant's account under all
defined contribution plans maintained by the Company (whether or not terminated)
for the current and all prior limitation years, and the denominator of which is
the
<PAGE>
sum of the lesser of the following amounts determined for such year and for
each prior year of service with the Company: (a) 1.25 times the dollar
limitation in effect under Section 415(c)(1)(A) of the Code for such year, or
(b) 1.4 times the amount which may be taken into account under Section
415(c)(1)(B) of the Code.
4. If the annual addition which would otherwise be made to a Participant's
account exceeds the permissible amount, the Company's contribution to the
defined benefit plan shall be reduced accordingly.
D. Interests Non-Forfeitable
Participants shall have an immediate fully vested and non-forfeitable right
to Participant contributions properly credited to their respective accounts and
the income attributable thereto.
ARTICLE III - OPERATION OF THE TRUST
A. Investment of Funds
1. A Participant will be able to invest his Wage Reduction Contributions in
Timken Company Stock and three (3) other investment options offered by the
Trustee, which options shall be selected by the Plan Administrator. The
Participant may select what percentage, if any, of his Wage Reduction
Contributions, in increments of five percent (5%), he wishes to place in each
investment option.
2. At the end of each month the Trustee or its designee shall, by
appropriate accounting procedures, determine the Beneficial Interest of each
Participant in the assets then held in the Trust.
3. As soon as possible following the end of each Plan Year, each Participant
shall receive a statement showing the details of the Participant's Beneficial
Interest in the Trust.
4. A Participant will be permitted to request one transfer per calendar
quarter of his Wage Reduction Contributions and earnings thereon during any
calendar month except December and January. The Participant may elect what
percentage, if any, of those assets in the Participant's investment accounts as
of the effective date of the transfer, will be reallocated in five percent (5%)
increments to the investment options chosen by the Participant. The
Participant's request for transfer must be received by the first day of the
calendar month to become effective by the end of that month.
B. Distributions from the Trust
1. The shares held in the Trust for the benefit of a Participant shall be
distributed to the Participant upon retirement at or after normal retirement age
(65), upon early retirement as provided under the then current
<PAGE>
Pension Agreement, upon a break in Continuous Service with the Company or to the
Participant's beneficiary upon the death of the Participant, except as
hereinafter provided.
2. a. A Participant's beneficiary shall be his or her spouse or, if the
Participant has no spouse or the Participant's spouse consents (in the manner
described in this Paragraph) to the designation of another person or persons,
such other person or persons as is designated by the Participant as his or her
beneficiary. A Participant may elect at any time during the applicable election
period, which begins on the first day of the Plan Year in which the Participant
becomes a Participant in the Plan and ends on the date of the Participant's
death, to waive the surviving spouse as beneficiary and may revoke any such
election at any time during the applicable election period. The Plan shall
provide to each Participant, within the applicable period with respect to such
Participant, (and consistent with such regulations as the Secretary of the
Treasury may prescribe) a written explanation of: (i) the terms and conditions
of the death benefit; (ii) the Participant's right to make, and the effect of,
an election to waive the spouse as beneficiary; (iii) the rights of the
Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of an election. The term "applicable period" means, with respect to
a Participant, whichever of the following periods ends last: (i) a period
beginning with the first day of the Plan year in which the Participant attains
age 32 and ending with the close of the Plan year preceding the Plan Year in
which the Participant attains age 35; (ii) a reasonable period after the
individual becomes a Participant; (iii) a reasonable period ending after Section
417(a)(5) of the Internal Revenue Code ceases to apply to the Participant; (iv)
a reasonable period ending after Section 401(a)(11) of the Code applies to the
Participant; and (v) a reasonable period after separation from service in case
of a Participant who separates before attaining age 35.
b. Such an election shall not take effect unless the spouse of the
Participant consents in writing to such election, such election designates a
beneficiary (or a form of benefits) which may not be changed without spousal
consent (or the consent of the spouse expressly permits designations by the
Participant without any requirement of further consent by the spouse) and the
spouse's consent acknowledges the effect of such election and is witnessed by a
Plan representative or a notary public, or it is established to the
satisfacation of the Plan Administrator that the consent required may not be
obtained because there is no spouse, because the spouse cannot be located, or
because of such other circumstances as the Secretary of the Treasury may by
regulations
<PAGE>
prescribe. Any consent by a spouse (or establishment that the consent of a
spouse may not be obtained) shall be effective only with respect to such spouse.
c. In order to elect to waive his spouse as beneficiary, a Participant
also must affirmatively elect that the payment of his benefits not be in the
form of a life annuity, and with respect to such Participant, this Plan may not
be a transferee of a defined benefit plan or an individual account plan subject
to the funding standards of the Internal Revenue Code or any other plan required
to provide a mandatory qualified joint and survivor annuity provision.
d. If a Participant has no spouse, if the spouse has consented in the
manner described above to not being the designated beneficiary, if the spouse
cannot be located or because of circumstances prescribed by the Secretary of the
Treasury, the Participant may, by written notice delivered to the Plan
Administrator, designate or change the designation of a beneficiary to whom
payments of benefits may be paid in the event of his death. In the absence of
such notice, such benefits shall, to the extent permitted by law, be paid at the
discretion of the Company to the deceased Participant's surviving spouse, child
or children, parent or parents, and/or the executor or administrator of his
estate.
3. Such distributions shall be made in a lump sum as soon as possible after
the Participant retires, the Participant's death occurs or Continuous Service is
broken. The appropriate tax withholding will be made, unless the Participant,
the Participant's Surviving Spouse or beneficiary, as the case may be, directs
the Company, pursuant to procedures to be implemented by the Company, to
transfer the distribution as a rollover distribution to an individual retirement
account or to another qualified retirement plan which accepts rollovers. If the
distribution exceeds $3,500, it cannot be distributed without the written
consent of the Participant and the Participant's spouse, if any, or in cases
where the Participant is dead, the Participant's surviving spouse or beneficiary
(if the surviving spouse is not the beneficiary). In no event shall payment of
such benefits be deferred beyond April 1 of the calendar year following the
calendar year in which the Participant attains age 70-1/2. If distributions are
required to be made under this Section B, Paragraph 3, they shall be made in a
lump sum payment. The requirements of this Section B, Paragraph 3, shall apply
to any distribution of a Participant's interest and will take precedence over
any inconsistent provisions of this Agreement. All distributions required under
this Section B, Paragraph 3, shall be determined and made in accordance with the
proposed regulations
<PAGE>
under Section 401(a)(9) of the Internal Revenue Code, including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.
4. A Participant otherwise entitled to a distribution from the Plan may
elect to retain said distribution in the Plan until such time as the Participant
shall direct the Company to make said distribution, provided that such
distribution must be made not later than the time specified in Section B,
Paragraph 3 above. Upon written notice from the Participant, such distribution
shall be made in a lump sum as soon as possible after the end of the quarter in
which the notice is received. During the time such distribution remains in the
Plan, the Participant may make the quarterly investment transfers described in
Section A, Paragraph 4 above.
5. a. Partial or total distributions of his wage reduction contributions
may also be made to a Participant, upon application to the Company, in cases of
hardship. If a Participant elects a withdrawal prior to the date he retires,
becomes disabled or terminates his service with the Company, such withdrawal
will require the consent of the Company and such consent shall be given only if,
under uniform rules and regulations, the Company determines that the purpose of
the withdrawal is to meet immediate and heavy financial needs of the
Participant, the amount of the withdrawal does not exceed such financial need,
and the amount of the withdrawal is not reasonably available from the resources
of the Participant. If the Participant is married, a distribution in excess of
$3,500 cannot be distributed without the written consent of the Participant's
spouse.
b. The determination of whether a Participant has an immediate and heavy
financial need will be made on the basis of all relevant facts and
circumstances. Financial needs which will be deemed immediate and heavy
financial need are the purchase of a primary residence (excluding mortgage
payments) of the participant, payment of post-secondary educational tuition for
a semester or a quarter for the Participant or his dependents, health care
expenses incurred by a Participant or his dependents, and the need to prevent
the eviction of the Participant from his principal residence or foreclosure on
the mortgage of a Participant's principal residence.
c. The determination of whether a distribution is necessary to satisfy an
immediate and heavy financial need shall be made on the basis of all relevant
facts and circumstances. A distribution will be deemed to satisfy an immediate
and heavy financial need if it is not in excess of the amount of the immediate
and heavy financial need of the Participant, the Participant has obtained all
distributions (other than hardship distributions) under all plans maintained by
the Company, the Participant agrees that all wage reduction contributions and
all other
<PAGE>
Participant contributions to all plans maintained by the Company will be
suspended until January 1 following 12 months after receipt of the hardship
distribution, and the Participant agrees that any wage reduction contributions
made in the taxable year following the taxable year of the hardship distribution
shall not exceed the maximum limit under Section 402(g) of the Code less the
amount of the Participant's wage reduction contributions for the taxable year of
the hardship distribution.
d. Such election may be made at any time, but not more frequently than
once a year, except in the case of post-secondary educational tuition for a
semester or a quarter. All withdrawal elections shall be made by a Participant
on written forms supplied by the Company for that purpose. Such distributions
shall be made as soon as possible after the end of the quarter in which the
application to the Company is made.
C. Equity Determination
1. The Company may amend or revoke the wage reduction election of any
Participant at any time, if the Company determines that such revocation or
amendment is necessary to insure that the annual addition to a Participant's
account for any Plan Year will not exceed the limitations of Section C,
Paragraph 1 of Article II or to insure that the discrimination tests of Section
401(k) or 401(m) of the Internal Revenue Code are met for such Plan Year. The
discrimination tests shall be (1) that the Employees eligible to benefit under
this Plan shall satisfy the nondiscrimination provisions of Section 410(b)(1) of
the Internal Revenue Code, (2) that the actual deferral percentage for Highly
Compensated Employees for such Plan Year meets the tests of Section 401(k)(3) of
the Internal Revenue Code and (3) that the actual contribution percentage for
Highly Compensated Employees for such Plan Year meets the tests of Section
401(m) of the Internal Revenue Code.
2. In the event that the Plan should fail to meet the tests referred to in
Section C, Paragraph 1 of this Article III, the amount of excess contributions
for a Highly Compensated Employee for a Plan Year are to be distributed to the
appropriate Highly Compensated Employees after the close of the Plan Year in
which the excess contributions occurred and within twelve months after the close
of the following Plan Year.
ARTICLE IV - GENERAL CONDITIONS CONCERNING
THE 401(K) AGREEMENT
A. Merger, Consolidation or Transfer
<PAGE>
In case of any merger or consolidation with, or transfer of assets or
liabilities to, any other plan, the benefits which would be paid to each
Participant in this Plan (if this Plan terminated immediately after the merger,
consolidation, or transfer) shall be equal to or greater than the benefit each
Participant would have been entitled to receive immediately before the merger,
consolidation, or transfer (if this Plan had then terminated).
B. Nonalienation of Participants' Interests
1. No right to the monies contributed by a Participant under this Plan, nor
in any assets held by the Trustee, shall be subject in any manner to alienation,
assignment, encumbrance, pledge, sale or transfer of any kind prior to being
distributed to the Participant as provided in the Plan. However, the Trustee is
granted in the Trust Agreement a lien on Trust assets for the payment of Trustee
fees and expenses. If at any time prior thereto a Participant shall attempt to
alienate, assign, encumber, pledge, sell or otherwise transfer his or her right
to any shares or monies held by the Trustee, such attempted alienation,
assignment, encumbrance, pledge, sale or transfer shall be of no effect. To the
extent permitted by law, the interest of a Participant shall also be protected
from involuntary attachment, garnishment or levy. In the event of an attempted
attachment, garnishment or levy of the Participant's interest in the Trust, the
Participant will be promptly notified; but the Trustee shall have no obligation
to resist such action. In no event shall any person be entitled to the
distribution of shares or the payment of monies held by the Trustee prior to the
time when distribution is to be made to the Participant as provided in the Plan.
2. Section B, Paragraph 1 above shall not apply if the attachment or
garnishment of the Participant's interest in the Trust is to be made pursuant to
a qualified domestic relations order, as determined under the procedures of this
Plan. A domestic relations order is a judgment, decree or order that relates to
the provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of a Participant and is made
pursuant to a state domestic relations law. A domestic relations order is
qualified if it creates or recognizes the existence of an alternate payee's
right to, or assigns to an alternate payee the right to, receive all or a
portion of the benefits payable to a Participant under the Plan, specifies (1)
the name and last known mailing address of the Participant and of each alternate
payee covered under the order, (2) the amount or percentage of the Participant's
benefits to be paid to any alternate payee, or the manner in which such amount
or percentage is to be determined, (3) the number of payments or the period to
which the order
<PAGE>
applies, and (4) each plan to which the order relates. Such order cannot require
the Plan to provide any type or form of benefits, or any option, not otherwise
provided under the Plan; it cannot require the Plan to provide increased
benefits (determined on the basis of actuarial value), and it cannot require the
payment of benefits to an alternate payee which are required to be paid to
another alternate payee under another order previously determined to be a
qualified domestic relations order.
3. Each alternate payee under a qualified domestic relations order shall
have the right from time to time to file with the Company a written request
regarding the time and manner of payment of the alternate payee's interest in
the Plan pursuant to such qualified domestic relations order. Provided such
qualified domestic relations order complies with the Internal Revenue Code, such
request shall be considered by the Company and shall be acted upon in accordance
with the terms of such qualified domestic relations order. The options
available to an alternate payee shall be those set forth in Section B, Paragraph
3 of Article III, unless otherwise modified by the qualified domestic relations
order, provided that said qualified domestic relations order cannot enlarge the
options available under Section B, Paragraph 3 of Article III. If an alternate
payee so desires, distribution of an alternate payee's interest in the Trust may
be distributed to such alternate payee, as soon as such qualified domestic
relations order is approved by the Company and by the court.
C. Conditions to the Effectiveness and Continuance of the Plan
1. The Company will not be required to make any contributions (either
Company or wage reduction contributions) to the 401(k) Trust required to be
established under this Plan or to place any part of the Plan into operation,
unless and until it shall have received from the Internal Revenue Service a
currently effective ruling or rulings, satisfactory to the Company, that such
Trust is a qualified Trust under Sections 401(a), 401(k) and 401(m), Internal
Revenue Code, and exempt from Federal Income Tax under Section 501(a) of the
Code. Continued contributions to the Trust and operation of the Plan shall be
conditioned upon retaining such favorable ruling or rulings from the Internal
Revenue Service.
2. The Company will not be required to make any contributions (either
Company or wage reduction contributions) to the Trust required to be established
under this Plan or to place any part of the Plan into operation, unless and
until it shall have received from the United States Department of Labor a
currently effective ruling or rulings, satisfactory to the Company that no part
of the contributions to such Trust shall be
<PAGE>
included in the regular rate of pay of any Employee. Continued contributions to
the Trust and operation of the Plan shall be conditioned upon retaining such
favorable ruling or rulings.
3. In the event the Plan fails to qualify under the applicable provisions of
the Internal Revenue Code, initially or as amended, the contributions shall be
returned to the Company and the Participants.
ARTICLE V - ADMINISTRATION OF THE PLAN
A. Plan Administration
1. The Company, which shall be the Plan Administrator, shall have
responsibility for the administration of this Plan, including power to construe
said Plan, to select the investment options to be available to Participants, to
determine all questions that shall arise thereunder, including particularly
questions on eligibility and participation of Employees and all matters
necessary for it properly to discharge its duties, powers and obligations and to
apply its established policies concerning the employment status of Participants.
The decision of the Company made in good faith upon any manner within the scope
of its authority shall be final, but the Company at all times in carrying out
its decisions shall act in a uniform and nondiscriminatory manner and may from
time to time set down uniform rules of interpretation and administration, which
rules may be modified from time to time in the light of its experience.
2. The Company shall pay all expenses incurred in connection with the
administration of the Plan and Trust.
3. The Plan established by this Agreement is maintained for the exclusive
benefit of Participants and beneficiaries, and the Plan's terms, including those
relating to coverage and benefits are legally enforceable. The Plan shall be
administered in accordance with all applicable state and federal laws and
regulations.
B. Information As To 401(k) Plan
1. The Company agrees to furnish the following additional items of
information to the Union:
Information shall be furnished (1) to the District Director at North
Versailles, Pennsylvania, in five (5) copies, (2) effective as of December 31 of
the years in which this Agreement is in effect, and (3) within one hundred
twenty (120) days from the 31st day of December of the years in which this
Agreement is in effect.
a. Information
(i) Name of trustee.
<PAGE>
(ii) Number of employees making contributions to the Plan.
(iii) List of distributions made during preceding year showing:
(A) Social Security number, clock number, name, and address of
recipient.
(B) Date hired.
(C) Amount of distributions.
(iv) Financial information.
(A) Assets of fund at beginning of year.
(B) Participant contributions during year.
(C) Net amount of income for year.
(D) Net amount of disbursements.
(E) Assets of fund at end of year.
C. Settlement of Disputes
1. If any dispute shall arise between any participant or beneficiary
applying for a benefit and the Administrator or between any Participant or
beneficiary applying for a benefit and the Company, as to such Participant's or
beneficiary's entitlement to a benefit or the amount of his benefit, such
dispute may be disposed of in the manner provided for in the Adjustment of
Grievances commencing with the last step in the grievance procedure preceding
arbitration of the collective bargaining agreement in effect at the time such
action is taken. Any Participant or beneficiary who wishes to submit such a
dispute to such step of the grievance procedure must have a notice of his
intention to do so filed by the Representative of the International Union with
the Administrator postmarked within sixty (60) days from the date of the notice
to him of the action to which he objects. The Participant or beneficiary shall
state clearly and concisely, in such notice of his intention to submit such
dispute to such step of the grievance procedure, all facts which are the basis
of his grievance; and if he claims that any Article or Articles of this
Agreement are involved, he shall specify such Article or Articles. The notice
from the Administrator shall advise such Participant or beneficiary of his right
to submit such dispute to such step of the grievance procedure within said time.
The arbitrator, in deciding any such dispute and only
<PAGE>
insofar as necessary to decide such dispute, shall have authority only to
interpret and apply the provisions of this Agreement to the facts as presented
in evidence to him, but he shall not have the authority to add to or subtract
from or, in any way, to alter or amend any of such provisions. The decision of
the arbitrator on such dispute, which shall properly have been referred to him,
shall be final and binding upon the Company, the Union, Participant or
beneficiary, and the Administrator, unless said decision was procured or induced
by corruption, fraud, or undue means or was beyond the scope of the arbitrator's
authority herein provided.
2. If no appeal to arbitration is taken in accordance with Section C hereof
from any decision of the Administrator either awarding or denying a benefit
under this Agreement, or modifying or reversing any earlier decision awarding or
denying such benefit, such decision of the Administrator shall be final and
binding upon said Participant or beneficiary or any person on his behalf, and
upon the Union.
ARTICLE VI - EFFECTIVE AND TERMINATION DATES
A. This 401(k) Agreement shall become effective at 12:01 A.M. January 1,
1995, except as otherwise expressed, and shall remain in effect until December
31, 1998, and for yearly periods thereafter unless either party shall give
written notice to the other party 60 days prior to May 3, 1998 of its desire to
terminate the Agreement effective January 1, 1999 and to negotiate on a new
agreement during the 60-day period prior to May 3, 1998.
<PAGE>
SUMMARY PLAN DESCRIPTION
This Notice plus your booklet entitled "1994 401(k) Agreement between Latrobe
Steel Company and United Steelworkers of America, AFL-CIO" provide you with
the Summary Plan Description required by the Employee Retirement Income
Security Act of 1974 (ERISA).
NAME OF PLAN
401(k) Plan for Hourly-Paid Employees of Latrobe Steel Company
NAME AND ADDRESS OF EMPLOYER
Latrobe Steel Company
Subsidiary of The Timken Company
2626 Ligonier Street
Latrobe, PA 15650
EMPLOYER IDENTIFICATION NUMBER
25-0610595
PLAN NUMBER
018
TYPE OF PLAN
Defined Contribution Pension Plan
TYPE OF ADMINISTRATION
Trusteed Plan
PLAN ADMINISTRATOR
The Employer named above. The Plan Administrator has authority to control
and manage the operation and administration of the Plan.
PLAN TRUSTEE
Society National Bank
P.O. Box 5937
Cleveland, OH 44101
TELEPHONE NUMBER OF PLAN ADMINISTRATOR
(412) 532-6355
AGENT FOR LEGAL SERVICE OF LEGAL PROCESS
The Employer named above and the plan trustee.
COLLECTIVE BARGAINING AGREEMENTS
The Plan is maintained pursuant to a collective bargaining agreement between
the Company and the United Steelworkers of America.
BENEFITS
The Plan provides retirement benefits. The 401(k) Agreement booklet
describes these benefits in detail.
<PAGE>
ELIGIBILITY FOR A BENEFIT
You must have completed the eligibility requirements to be a Participant
under the Insurance Agreement. Employees may choose to participate on a
calendar quarter basis.
NORMAL RETIREMENT. You must have attained age 65.
EARLY FULL RETIREMENT. You must have at least 15 years of
continuousservice and have attained age 62; or have at least 30 years of
continuous service.
60/15 RETIREMENT. You must have at least 15 years but less than 30
years of continuous service and have attained age 60.
PERMANENT INCAPACITY RETIREMENT. You must have at least 15 years of
continuous service and be permanently incapacitated.
70/80 RETIREMENT. You must have at least 15 years of continuous
service and attained age 55 with combined age and years of service
that equals 70 or more; or have a combined age and years of continuous
service that equals 80 or more, and
1. continuous service is broken by reason of a permanent
shutdownof a plant, department or subdivision or by reason of a
layoff or physical disability, or
2. continuous service is not broken and you are absent from work
by reason of
a. layoff resulting from election to be placed on layoff
statuspursuant to provisions of Basic Agreement applicable
in event of a permanent shutdown, or
b. physical disability or layoff other than layoff resulting
from an election in a. above and whose return to active
employment is declared unlikely by the Company, or
3. continuous service is broken and while on layoff status by
reason of election pursuant to provisions of Basic Agreement
applicable to a permanent shutdown, accepts a job with the
Company and, prior to expiration of 90 consecutive calendar
days from the first day worked on such job, elects to retire.
BREAK IN CONTINUOUS SERVICE BENEFIT. If you are not eligible to
receive any of the above benefits and your continuous service is
broken for any reason.
RULE OF 65 RETIREMENT. You must have at least 20 years of continuous
service and a combined age and years of continuous service that equals
65 or more, and
1. continuous service is broken by reason of a permanent shutdown
of a plant, department or subdivision or by reason of an
extended layoff or disability, and
2. the Company fails to provide suitable long-term employment.
<PAGE>
TERMINATION OF BENEFITS
See your 401(k) Agreement booklet for circumstances governing
disqualification, ineligibility or denial of benefits.
SOURCE OF CONTRIBUTION TO THE PLAN
Employee contributions.
FUNDING
The Plan is funded by the payment of Employee contributions to the Plan
Trustee, through payroll deduction, up to 10 percent (10%) of compensation.
PLAN YEAR
The financial records of the Plan are kept on a Plan Year basis ending on
each December 31.
PLAN INSURANCE
Benefits under this Plan are based on the balance in your individual account
and therefore are not insured by the Pension Benefit Guaranty Corporation
(PBGC) under the plan termination provisions of ERISA.
SURVIVOR BENEFITS
The Plan provides Survivor Benefits. The 401(k) Agreement booklet describes
these benefits in detail.
HOW TO FILE A CLAIM
As outlined in 401(k) Agreement Booklet. Forms may be obtained from the Plan
Administrator.
HOW TO APPEAL A CLAIM
In the event a claim has been denied in whole or in part, an Employee or
beneficiary can request the Plan Administrator to review the claim. You may
have access to papers affecting the claim, may present written arguments
concerning this claim, and may have a representative if you desire. This
request for review should be sent within 60 days after you receive notice of
denial of the claim. When requesting a review, please state the reason you
believe the claim was improperly denied and submit any data, questions or
comments you deem appropriate.
The Plan Administrator will re-evaluate all the information. You will be
informed of its decision in writing within 60 days of your request for review
unless additional information is required of you. In that case, the decision
will be made within 60 days of receipt of the additional information.
After you have received the decision of the Plan Administrator, you may
appeal your claim for benefits, pursuant to provisions presently included in
the grievance procedure of your 401(k) Agreement booklet.
Instructions for appealing claims for benefits are presently included in the
grievance provisions of your 401(k) Agreement booklet.
<PAGE>
STATEMENT OF ERISA RIGHTS
As a participant in the 401(k) Plan you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974
(ERISA). ERISA provides that all plan participants shall be entitled to:
-examine, without charge, at the plan administrator's office all plan
documents, including collective bargaining agreements and copies of all
documents filed by the plan with the U.S. Department of Labor, such as
annual reports and plan descriptions.
-obtain copies of all plan documents and other plan information upon
written request to the plan administrator. The administrator may make a
reasonable charge for the copies.
-receive a summary of the plan's annual financial report. The plan
administrator is required by law to furnish each participant with a
copy of this summary annual report.
-obtain a statement telling you whether you have a right to receive a
benefit at normal retirement age and if so, what your benefits would be
at normal retirement age if you stop working under the plan
now. If you do not have a right to a benefit, the statement will tell you
how many more years you have to work to get a right to a benefit. This
statement must be requested in writing and is not required to be given
more than once a year. The plan must provide the statement free of
charge.
In addition to creating rights for plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee benefit
plan. The people who operate your plan, called "fiduciaries" of the plan,
have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer, your union,
or any other person, may fire you or otherwise discriminate against you in
any way to prevent you from obtaining a benefit or exercising your rights
under ERISA. If your claim for a benefit is denied in whole or in part you
must receive a written explanation of the reason for the denial. You have
the right to have the plan review and reconsider the claim. Under ERISA,
there are steps you can take to enforce the above rights. For instance, if
you request materials from the plan and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may require
the plan administrator to provide the materials and pay you up to $100 a day
until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the administrator. If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file suit
in a state or federal court. If it should happen that plan fiduciaries
misuse the plan's money, or if you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of Labor, or
you may file suit in a federal court. The court will decide who should pay
court costs and legal fees. If you are successful the court may order the
person you have sued to pay those costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.
If you have any questions about your plan, you should contact the plan
administrator. If you have any questions about this statement of your rights
under ERISA, you should contact the nearest Area Office of the U.S. Labor-
Management Service Administration, Department of Labor.
<PAGE>
EXHIBIT 5
August 14, 1997
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Re: Voluntary Investment Program for Hourly
Employees of Latrobe Steel Company, as Amended
----------------------------------------------
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. 2
(the "Post-Effective Amendment") to Registration Statement No. 33-36839 on Form
S-8 to register pursuant to Rule 416(b) under the Securities Act of 1933, as
amended, an additional 10,000 shares of the Company's common stock without par
value ("Common Stock") to be issued or transferred and sold under the Voluntary
Investment Program for Hourly Employees of Latrobe Steel Company, 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
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment
No.2 to the Registration Statement (Form S-8 No.33-36839) pertaining to the
Voluntary Investment Program for Hourly Employees of Latrobe Steel Company 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 June 9, 1997, with respect to the financial
statements and schedules of the Voluntary Investment Program for Hourly
Employees of Latrobe Steel Company 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
