<PAGE> 1
As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
THE TIMKEN COMPANY - LATROBE STEEL COMPANY
SAVINGS AND INVESTMENT PENSION PLAN
(Full title of the plan)
Larry R. Brown
Senior 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 (1) share price (2)(3) fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 5,000,000 shares $17.84 $89,218,750 $24,803
======================== ====================== ====================== ====================== ======================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(the "Securities Act") the Registration Statement also covers an
indeterminate amount of interests to be offered pursuant to The Timken
Company - Latrobe Steel Company Savings and Investment Pension Plan, as
amended.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of the high and low sale
prices for Common Stock on the New York Stock Exchange on December 14,
1998.
(3) Estimated solely for the purposes of determining the registration fee.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Timken Company (the
"Company") or The Timken Company - Latrobe Steel Company Savings and Investment
Pension Plan, as amended (the "Plan"), with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No.____) are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1997;
(2) Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September
30, 1998;
(3) Annual Report of the Plan on Form 11-K for the year ended
December 31, 1997;
(4) Current Report of the Company on Form 8-K dated April 24,
1998; and
(5) The description of the Company's common stock, without par
value, contained in the Company's Registration Statements
filed pursuant to Section 12 of the Exchange Act 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 Exchange Act 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
<PAGE> 3
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
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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).
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) The Timken Company - Latrobe Steel Company Savings and
Investment Pension Plan, as amended (filed as Exhibit 4(c)
to the Company's Registration Statement No. 333-62483 on
Form S-8 and incorporated herein by reference).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
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; (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 Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
<PAGE> 4
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canton, State of Ohio, on this 17th day of December
1998.
THE TIMKEN COMPANY
By: /s/ Gene E. Little
--------------------------------
Gene E. Little
Senior Vice President - Finance
<PAGE> 5
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*W. R. Timken, Jr. Chairman, President and December 16,1998
- ------------------------------------- Chief Executive Officer;
W. R. Timken, Jr. Director
(Principal Executive Officer)
*Gene E. Little Senior Vice President - Finance December 16, 1998
------------------------------------ (Principal Financial and
Gene E. Little Accounting Officer)
*Stanley C. Gault Director December 16, 1998
------------------------------------
Stanley C. Gault
*J. Clayburn LaForce, Jr. Director December 16, 1998
------------------------------------
J. Clayburn LaForce, Jr.
*Robert W. Mahoney Director December 16, 1998
------------------------------------
Robert W. Mahoney
*Jay A. Precourt Director December 16, 1998
------------------------------------
Jay A. Precourt
*John M. Timken, Jr. Director December 16, 1998
------------------------------------
John M. Timken, Jr.
*Ward J. Timken Director December 16, 1998
------------------------------------
Ward J. Timken
*Joseph F. Toot, Jr. Director December 16, 1998
------------------------------------
Joseph F. Toot, Jr.
*Charles H. West Director December 16, 1998
------------------------------------
Charles H. West
*Alton W. Whitehouse Director December 16, 1998
------------------------------------
Alton W. Whitehouse
</TABLE>
<PAGE> 6
* This Registration Statement has been signed on behalf of the above-named
directors and officers of the Company by Gene E. Little, Senior 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: December 17, 1998 By: /s/ Gene E. Little
--------------------------------
Gene E. Little, Attorney-in-Fact
<PAGE> 7
THE PLAN. Pursuant to the requirements of the Securities Act, the Plan
has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Canton,
State of Ohio, on this 17th day of December, 1998.
THE TIMKEN COMPANY - LATROBE STEEL
COMPANY SAVINGS AND INVESTMENT
PENSION PLAN
By: /s/ Stephen A. Perry
-----------------------------------------
Stephen A. Perry
Senior Vice President - Human Resources,
Purchasing and Communications
of The Timken Company
<PAGE> 8
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) The Timken Company - Latrobe Steel Company Savings and
Investment Pension Plan, as amended (filed as Exhibit 4(c)
to the Company's Registration Statement No. 333-62483 on
Form S-8 and incorporated herein by reference).
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.
23(b) Consent of Counsel (included in Exhibit 5 hereto).
24 Power of Attorney.
<PAGE> 1
EXHIBIT 5
December 17, 1998
The Timken Company
1835 Dueber Avenue S.W.
Canton, Ohio 44706
RE: The Timken Company - Latrobe Steel Company Savings
and Investment Pension Plan
Gentlemen and Mesdames:
We have acted as legal counsel for The Timken Company, an Ohio
corporation (the "Company"), and its wholly-owned subsidiary, Latrobe Steel
Company, a Pennsylvania corporation ("Latrobe"), in connection with the
preparation and adoption of The Timken Company - Latrobe Steel Company Savings
and Investment Pension Plan, as amended (the "Plan"). The Plan provides for the
issuance of shares of the Company's common stock, without par value (the "Common
Stock"), and of participation interests (the "Participation Interests") offered
to eligible employees of the Company and Latrobe. The Company recently
authorized the issuance of an additional 5,000,000 shares of Common Stock
pursuant to the Plan (the "Shares"). A Form S-8 Registration Statement is being
filed with the Securities and Exchange Commission to cover the Shares and the
Participation Interests.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public authorities, and other documents and instruments, and have made such
other factual inquiries, as we have deemed necessary or appropriate in
connection with this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Shares are duly authorized.
2. When the Shares have been issued and delivered against payment
therefor in accordance with the terms of the Plan, such Shares
will be duly authorized, validly issued under the Ohio General
Corporation Law, fully paid, and nonassessable, assuming that
such Shares remain duly authorized on the date of such
issuance and delivery and assuming that no change occurs in
the applicable law or pertinent facts between the date hereof
and the date of such issuance and delivery.
<PAGE> 2
The Timken Company
December 17, 1998
Page 9
3. When contributions are made to the Plan and are allocated in
accordance with the terms of the Plan, the resulting
Participation Interests will have been validly created, fully
paid, and nonassessable, assuming that as of the date(s) of
such contributions and allocations the applicable terms of the
Plan remain in substantially the same form as at the date
hereof, and further assuming that no other change occurs in
the pertinent facts or the applicable law between the date
hereof and the date(s) of such contributions and allocations.
We hereby consent to your use of this opinion as an exhibit to the said
Form S-8 Registration Statement and your reference to this opinion in any of the
materials constituting the prospectus thereof, as any of the same may be
amended, updated, and/or supplemented from time to time.
Very truly yours,
DAY, KETTERER, RALEY, WRIGHT
& RYBOLT, LTD.
<PAGE> 1
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The Timken Company - Latrobe Steel Company Savings and
Investment Pension Plan of our reports (a) dated February 5, 1998, 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 12, 1998, with
respect to the financial statements and schedules of The Timken Company -
Latrobe Steel Company Savings and Investment Pension Plan included in the Plan's
Annual Report (Form 11-K), both for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Canton, Ohio
December 11, 1998
<PAGE> 1
EXHIBIT 24
DIRECTORS AND OFFICERS OF
THE TIMKEN COMPANY
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of The Timken Company, an Ohio corporation (the
"Company"), hereby: (1) constitutes and appoints W. R. Timken, Jr., Gene E.
Little and Larry R. Brown, collectively and individually, as his agent and
attorney-in-fact, with full power of substitution and resubstitution, to (a)
sign and file on his behalf and in his name, place and stead in any and all
capacities (i) a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended, of participation interests issuable under The Timken Company -
Latrobe Steel Company Savings and Investment Pension Plan and up to 5,000,000
shares of the Company's Common Stock, without par value, for issuance under the
Plan, (ii) any and all amendments, including post-effective amendments, and
exhibits to the Registration Statement and (iii) any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
state securities commission or other regulatory authority with respect to the
securities covered by the Registration Statement, and (b) do and perform any and
all other acts and deeds whatsoever that may be necessary or required in the
premises; and (2) ratifies and approves any and all actions that may be taken
pursuant hereto by any of the above-named agents and attorneys-in-fact or their
substitutes.
IN WITNESS WHEREOF, the undersigned directors and officers of the
Company have hereunto set their hands as of the 16th day of December, 1998.
<TABLE>
<S> <C>
/s/ Stanley C. Gault /s/ Ward J. Timken
-------------------------------- ---------------------------------
Stanley C. Gault Ward J. Timken
/s/ J. Clayburn LaForce, Jr /s/ W.R. Timken, Jr.
-------------------------------- ---------------------------------
J. Clayburn LaForce, Jr. W. R. Timken, Jr.
/s/ Gene E. Little /s/ Joseph F. Toot,Jr.
-------------------------------- ---------------------------------
Gene E. Little Joseph F. Toot, Jr.
/s/ Robert W. Mahoney /s/ Jay A. Precourt
-------------------------------- ---------------------------------
Robert W. Mahoney Jay A. Precourt
/s/ Charles H. West /s/ John M. Timken, Jr.
-------------------------------- ---------------------------------
Charles H. West John M. Timken, Jr.
/s/ Alton W. Whitehouse
--------------------------------
Alton W. Whitehouse
</TABLE>
