<PAGE> 1
Registration No. 333-_______
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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 COMPANY SAVINGS PLAN FOR THE EMPLOYEES OF TIMKEN FRANCE
(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 registered share price (1)(2) fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 100,000 shares $20.1875 $2,018,750 $595.53
=====================================================================================================================
<FN>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (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 August 26, 1998.
(2) Estimated solely for the purposes of determining the registration fee.
</FN>
</TABLE>
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by The Timken Company (the
"Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 and June 30, 1998;
(3) Current Report of the Company on Form 8-K dated April 24,
1998; and
(4) 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 Exchange Act and any amendments
and reports filed for the purpose of updating that
description.
All documents that shall be filed by the Company 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.
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.
II-2
<PAGE> 3
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 Company Savings Plan for the Employees of Timken France
23 Consent of Independent Auditors
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.
(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
II-3
<PAGE> 4
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 this registration statement 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 _____ day of August, 1998.
THE TIMKEN COMPANY
By:
---------------------------------------------
Gene E. Little
Senior Vice President - Finance
II-4
<PAGE> 5
Pursuant to the requirements of the Securities Act, this registration
statement 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 August ___, 1998
---------------------------- and Chief Executive
W. R. Timken, Jr. Officer (Principal
Executive Officer);
Director
*Gene E. Little Senior Vice President - August ___, 1998
---------------------------- Finance (Principal
Gene E. Little Financial and
Accounting Officer)
*J. Clayburn LaForce, Jr. Director August ___, 1998
- -----------------------------
J. Clayburn LaForce, Jr.
*Robert W. Mahoney Director August ___, 1998
- -----------------------------
Robert W. Mahoney
*Jay A. Precourt Director August ___, 1998
- -----------------------------
Jay A. Precourt
*John M. Timken, Jr. Director August ___, 1998
- -----------------------------
John M. Timken, Jr.
*Ward J. Timken Director August ___, 1998
- -----------------------------
Ward J. Timken
*Joseph F. Toot, Jr. Director August ___, 1998
- -----------------------------
Joseph F. Toot, Jr.
*Martin D. Walker Director August ___, 1998
- -----------------------------
Martin D. Walker
*Charles H. West Director August ___, 1998
- -----------------------------
Charles H. West
*Alton W. Whitehouse Director August ___, 1998
- -----------------------------
Alton W. Whitehouse
</TABLE>
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<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 this registration statement.
DATED: August __, 1998 By:
--------------------------------
Gene E. Little, Attorney-in-Fact
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<PAGE> 7
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 Company Savings Plan for the Employees of Timken France
23 Consent of Independent Auditors
24 Power of Attorney
II-7
<PAGE> 8
The following is a fair and accurate English translation of the Company Savings
Plan to be filed as Exhibit 4(c) to the Registration Statement on Form S-8
DATED: August __, 1998 By: _____________________
Gene E. Little
Senior Vice President - Finance
<PAGE> 1
Exhibit 4(c)
[Translation from the French]
COMPANY SAVINGS PLAN
FOR THE EMPLOYEES OF
TIMKEN FRANCE
Pursuant to Order 86.1134 of October 21, 1986
The Company TIMKEN-FRANCE
with Seat at 2, rue Timken
68002 COLMAR CEDEX
represented by Mr. Maurice AMIEL
President, E.A.A.O.
has decided to establish a Company Savings Plan within the scope of Title IV
Volume IV of the Labor Code and of Implementation Decree No. 87.544 of July 17,
1987.
- - Now therefore, the following has been agreed
<PAGE> 2
PURPOSE
ARTICLE I
The purpose of the present plan is to involve the employees in the development
of the Company by giving them an opportunity to acquire shares in THE TIMKEN
COMPANY.
CONDITIONS FOR PARTICIPATION
ARTICLE 2: PARTICIPATING EMPLOYEES
The length of participation in the COMPANY SAVINGS PLAN is set at 5 years.
Participation is entirely optional.
All employees with at least six months of service with the company may
participate in the COMPANY SAVINGS PLAN by joining on each anniversary date of
the Plan (1.03).
Employees who are temporarily abroad may also participate provided that they
remain tied to the Company by an employment contract.
Employees who have left the Company (including retirees and/or early retirees)
may continue to participate in the Company Savings Plan provided they had
contributed to the Plan before their retirement. They will no longer be able to
make payments into the Plan after they leave the Company.
Employees who benefited from phased early retirement measures will be able to
continue to make contributions and receive employer contributions from the
Company according to the rules set forth in Article 6 "COMPANY CONTRIBUTIONS."
ARTICLE 3: PARTICIPATION FORMALITIES
Those employees who meet the conditions of seniority defined under Article 2
above and who wish to participate in the Plan shall sign a participation form
supplied to them upon request by the DEPARTMENT OF HUMAN RESOURCES together with
the text of this Plan and its Attachments.
On this form, the subscriber must indicate his or her name and address and the
type and amount of contributions he or she is willing to make in view of the
provisions of this SAVINGS PLAN.
RESOURCES AND CHARGES
ARTICLE 4 - SUPPLY OF THE COMPANY SAVINGS PLAN
It is agreed that the account of each employee who participates in the COMPANY
SAVINGS PLAN shall be supplied by the voluntary payments that the employee
decides to make and by the Company's contribution (EMPLOYER CONTRIBUTION).
<PAGE> 3
ARTICLE 5 - TERMS AND CONDITIONS OF CONTRIBUTIONS
The participant agrees to remain in the Company Savings Plan for a fixed period
of 5 years.
Payments may be made starting from March 1, 1995.
The voluntary payments by the employee may not be less than 840 French Franc per
plan year and the total payment during one year may not exceed one quarter of
the employee's taxable gross annual salary.
The monthly payment specified by each participant is forwarded to the Payroll
Department.
This amount is withheld monthly from the salary and paid within a period not to
exceed 15 days from the date of withholding.
The subscribers may change the amount of their voluntary payment at the
beginning of each year. The Company must receive these changes before February
28 of the corresponding year. The change will take effect the following month.
Except in special cases duly authorized by the Company, a single change
providing for a temporary or permanent reduction or suspension of the monthly
payments will be accepted per plan year.
These changes shall take effect during the month after the date when the request
was submitted to the Company.
ARTICLE 6 - COMPANY CONTRIBUTIONS
The Company shall pay:
a) all management fees for the "PEA TIMKEN" employees' mutual fund.
b) the costs to administer the individual participant accounts. The Company
will cease to pay these costs one year after the date when the termination
of the employment contract takes effect, irrespective of the reason for
termination, and the respective employee will then be responsible for these
costs, except in the case of retirees or early retirees.
The Company may make a contribution referred to as "EMPLOYER CONTRIBUTION,"
whereby the maximum amount per year and per employee, in accordance with the law
in force, may not exceed 22,500 French Franc since investments are exclusively
made in Company shares (Article 27 of Regulation 86-1134).
The employer contribution may not exceed three times the voluntary payments made
by the employees.
The Company contribution for the opening plan year starting March 1, 1995
earmarked exclusively for FCP PEA TIMKEN shall be equal to the amount paid by
the employee. The Company agrees to contribute 1 French Franc for each 1 French
Franc paid with the maximum limit being determined as a function of the
employee's seniority within the Company.
<TABLE>
<S> <C>
- - 6 months to less than 2 years: employer contribution limited to 1,000 French Franc per
plan year
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
- - over 2 years to less than 10 years: employer contribution limited to 11,250 French Franc per
plan year
- - Over 10 years: employer contribution benefit limited to 22,500 French
Franc per plan year
</TABLE>
The budget allocated to implementing the plan may vary.
The financial formula used will be based on the actual profit figures for the
Group EUROPE, AFRICA, WESTERN ASIA obtained during the reference fiscal year
(N-1). These profit figures should be available by January of each year.
FORMULA (profit realized - US$ 9 million) x profit realized x 7%
------------------
profit planned
The profit realized is the profit before financial expenses and taxes as it
results from the American accounting method practiced within the Group.
It is expressly agreed that the employer contribution formula may be revised
annually, whereby the participants in the COMPANY SAVINGS PLAN will be notified
of any change no later than February 16 of the year when the change will take
effect. Based on the result thus obtained, an employer contribution expressed as
a percentage of the annual gross salary (including bonuses and additional time)
will be defined each year.
- - FISCAL YEAR MARCH 1995 - FEBRUARY 29, 1996
For this fiscal year, the "EMPLOYER CONTRIBUTION" contribution by the Company is
limited to 1.35% of the annual gross salary of the subscriber.
Thus, in 1995, the lower of the two limits (seniority, profits) will constitute
the maximum employer contribution limit.
<TABLE>
<S> <C> <C>
- - FROM 6 MONTHS TO LESS THAN 2 YEARS SENIORITY: the Company's employer contribution may not
exceed 1,000 French Franc or 1.35% of the
annual gross salary.
- - FROM 2 YEARS TO LESS THAN 10 YEARS SENIORITY: the Company's employer contribution may not
exceed 11,250 French Franc or 1.35% of the
annual gross salary.
- - SENIORITY IN EXCESS OF 10 YEARS: the Company's employer contribution may not
exceed 22,500 French Franc or 1.35% of the
annual gross salary.
</TABLE>
<PAGE> 5
USE OF FUNDS
ARTICLE 7 - TERMS AND CONDITIONS OF USE
BANQUE NATIONALE DE PARIS, as Trustee, receives the funds transferred by the
Company Savings Plan and invests them in shares of the "PEA TIMKEN" employees'
mutual fund in accordance with the provisions set forth by law.
The specific Rules of Procedure to the "PEA TIMKEN" employees' mutual fund are
attached.
ARTICLE 8 - CAPITALIZATION OF INCOME
The income of the funds invested as set forth in Article 7 above are
automatically capitalized and will be allocated in the same manner as the funds
themselves. Thus, they will also be unavailable and finally released only after
the respective period of unavailability has expired.
ARTICLE 9 - INDIVIDUALIZATION AND UNAVAILABILITY OF RIGHTS OF SHAREHOLDERS
Each employee participating in the Company Savings Plan will own a certain
number of shares and fractions of shares in the Fund subscribed to by means of
payments of any kind made in his name as purchases are made on the stock
exchange through the Fund. The employee thus co-owns the assets of the Fund
proportionally to the number of shares registered in his or her name.
The number of shares increases in proportion to the new purchases in which the
participant takes part and decreases as a result of redemption (liquidation) of
shares previously subscribed to, namely at the end of the 5-year blocking period
or upon occurrence of one of the events authorizing an early release as set
forth below.
Subject to the exceptions provided by law, the shares registered in the name of
each participant are unavailable and their redemption cannot be requested for a
period of five years. This period runs from the first day of the seventh month
of the plan year for the amounts stemming from the total of the voluntary
payments and the .
THE FOLLOWING ARE THE BLOCKING EXCEPTIONS CURRENTLY PROVIDED BY LAW:
a) marriage of the interested party;
b) birth, or arrival in the household for adoption, of a third child and
each child thereafter;
c) divorce provided that the interested party retains custody of at least
one child;
d) disablement of the beneficiary or his or her spouse within the meaning
of Paragraphs 2 and 3 of Article L 341.4 of the Social Security Code;
e) death of the beneficiary or his or her spouse;
f) termination of the employment contract;
g) establishment or resumption by the beneficiary or his/her spouse of an
industrial, commercial or agricultural enterprise either individually
or in the form of a Commercial Company or a cooperative;
<PAGE> 6
h) purchase or expansion of a main residence provided there is a building
permit.
Any development in the legislation regarding early release of the shares will
automatically apply to the present Savings Plan.
The decision to redeem, whether in advance or not, shall be made solely by the
employee beneficiaries or their assigns. The conditions under which such
redemption may be made are set forth in detail in the Rules of Procedure of the
Fund.
It should be noted that one and the same triggering event may not give rise to
more than one request for early release. At the option of the beneficiary,
payments may be made all at once or in increments in accordance with the law
that applies to each case of release.
EMPLOYEE INFORMATION
ARTICLE 10 - INDIVIDUAL STATEMENTS
Independently of the publications required by the present Plan as set forth in
Article 17 below and the report submitted each year to the Supervisory Board of
the Employees' Mutual Fund in accordance with the provisions set forth in
Article 12 below, a statement shall be sent to each participant if new amounts
are paid into to the Company Savings Plan which are invested by the Trustee in
shares of the "PEA TIMKEN" Employees' Mutual Fund in the name of the beneficiary
employees. This statement shall include:
- - date of purchase,
- - number of shares or fractions of shares acquired by the participant and
the value of such shares,
- - name of the organization entrusted with the management of the Mutual Fund,
- - cases in which the shares may be exceptionally liquidated before expiration
of the corresponding waiting period,
- - a summary statement of the participant's assets broken down by years of
availability.
This same statement shall be sent to each participant after each withdrawal
transaction, but in any case at least once per year.
ARTICLE 11 - TERMS AND CONDITIONS OF SHARE MANAGEMENT
When an employee permanently leaves the company and his or her shares are
released, the shares may be liquidated or, at the option of the interested
party, left in the Employees' Mutual Fund. In the latter case, the participant
will continue to receive the statements defined in Article 10 above.
Any participant who leaves the Company for whatever reason may no longer make
payments into the Company Savings Plan.
If an employee leaves the Company without submitting a claim for release or if
the Company has been unable to proceed with the liquidation of the shares he
owns by the date of his departure, the employer shall require the employee to
provide an address to which the documents, statements and revenues of the
redemption are to be sent.
<PAGE> 7
The Company shall pay for the costs of managing the accounts of retirees and/or
early retirees.
The participant shall promptly notify the Management Organization of any address
change.
If an employee cannot be reached at the last known address, the Management
Organization shall keep the corresponding shares in the Employees' Mutual Fund
for the legally prescribed period of 30 years and, on expiration of that period,
shall liquidate them and transfer the revenues to the Treasury.
In the event of the death of interested party, his assigns must request the
liquidation of his or her shares which will become immediately negotiable or
payable.
RIGHTS OF SHAREHOLDERS'
ARTICLE 12 - EXERCISING THE RIGHTS
Irrespective of the allocation of revenues in accordance with the provisions set
forth in Article 8 above, each shareholder may exercise all the rights connected
with the shares of the Employees' Mutual Fund that he or she owns even during
the period of unavailability.
The exercise of the rights by the joint owners of the Employees' Mutual Fund is
ensured by the provisions set forth in the Rules of Procedure.
SUPERVISORY BOARD
ARTICLE 13 - ANNUAL REPORT - RULES OF PROCEDURE
The Supervisory Board of the Employees' Mutual Fund established in accordance
with the provisions of the Rules of Procedure of said Fund, shall regularly meet
each year to review the report on the Fund's operations and the results obtained
during the previous year.
Any amendments to the Rules of Procedure of the Fund shall require the agreement
by the Supervisory Board.
MISCELLANEOUS PROVISIONS
ARTICLE 14 - DISPUTES
Before resorting to the procedures provided by the regulations in force, the
Company shall attempt to internally resolve any disputes regarding the
implementation of this Plan. If no agreement can be reached, the Company may
have recourse to the competent courts.
ARTICLE 15 - SAVING CLAUSE
The provisions of the present Plan shall be binding on the parties only with all
other things being equal. These provisions may be revised and amended, for
example, in the event that the law changes.
<PAGE> 8
ARTICLE 16 - TERM OF THE PLAN
Initially it is agreed that the term of the plan is to run from March 1, 1995 to
February 29, 1996.
The Plan may be renewed by tacit agreement for the period of one year
corresponding to a plan year.
However, three months before the date of expiration of the present Plan or of a
renewal period, the Plan may be either cancelled or suspended.
ARTICLE 17 - PUBLICATIONS
A copy of the present Plan and its Attachments shall be provided to each
participating employee. Thereafter, the employees shall be kept informed of any
legal transactions affecting the operation of the Company Savings Plan and its
Attachments. The employees shall receive any subsequent amendments.
Issued in Colmar
on February 21, 1995
/Signature/
<PAGE> 1
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The Company Savings Plan for the Employees of Timken
France of our report 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) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Canton, Ohio
August 28, 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., Stephen A.
Perry, 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) Registration Statements on Form S-8 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended, of the Company's Common Stock , without par value, for issuance
under Votre Plan Europeen d'Actionnariat, (ii) any and all amendments, including
post-effective amendments, and exhibits to the Registration Statements 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 domestic of
foreign regulatory authority with respect to the securities covered by the
Registration Statements, 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 7th day of August, 1998.
------------------------------------
Ward J. Timken
- --------------------------------- ------------------------------------
J. Clayburn LaForce, Jr. W. R. Timken, Jr.
- --------------------------------- ------------------------------------
Gene E. Little Joseph F. Toot, Jr.
- --------------------------------- ------------------------------------
Robert W. Mahoney Martin D. Walker
- --------------------------------- ------------------------------------
Jay A. Precourt Charles H. West
- --------------------------------- ------------------------------------
John M. Timken, Jr. Alton W. Whitehouse
