<PAGE> 1
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)
THE SALARIED ASSOCIATES RETIREMENT SAVINGS PLAN OF CANADIAN TIMKEN, LIMITED
(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>
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=====================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price (1)(2) fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
without par value 10,000 shares $20.1875 $201,875 $59.55
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<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.
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<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 Salaried Associates Retirement Savings Plan of Canadian
Timken, Limited
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
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<PAGE> 4
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 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
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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.
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<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
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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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* 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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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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<S> <C>
4(a) Amended Articles of Incorporation of the Company (filed as
Exhibit 4(a) to the Company's Registration Statement No.
333-02553 on Form S-8 and incorporated herein by reference)
4(b) Amended Code of Regulations of the Company (filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, and incorporated herein
by reference)
4(c) The Salaried Associates Retirement Savings Plan of Canadian Timken,
Limited
23 Consent of Independent Auditors
24 Power of Attorney
</TABLE>
II-7
<PAGE> 1
Exhibit 4(c)
CANADIAN TIMKEN, LIMITED
SALARIED ASSOCIATE RETIREMENT SAVINGS PLAN
(EFFECTIVE DATE JANUARY 1, 1996)
August 27, 1998
<PAGE> 2
TABLE OF CONTENTS
PAGE
ARTICLE 1 - PURPOSE..................................................1
ARTICLE 2 - DEFINITIONS..............................................2
ARTICLE 3 - ELIGIBILITY AND MEMBERSHIP...............................4
3.1 Eligibility....................................................4
3.2 Waiver of Eligibility Requirements ............................4
3.3 Application for Membership.....................................4
ARTICLE 4 - CONTRIBUTIONS............................................5
4.1 Member Required Contributions..................................5
4.2 Company Matching Contributions.................................5
4.3 Member Additional Voluntary Contributions......................6
4.4 Overpayments to the Group RRSP Component of the Plan...........6
4.5 Suspension of Member Contributions.............................7
4.6 Transfers In ..................................................8
4.7 Remittance of Contributions to Funding Agent ..................8
ARTICLE 5 - THE FUND, THE FUNDING AGENT, ALLOCATIONS
AND INVESTMENTS........................................9
5.1 Administration of the Fund.....................................9
5.2 Separate Accounts..............................................9
5.3 Contributions and Benefits.....................................9
5.4 Investment of the Fund.........................................9
5.5 Allocation and Valuation of Units on each Valuation Date......10
5.6 Expenses......................................................10
5.7 Additional Responsibilities of the Funding Agent..............11
<PAGE> 3
ARTICLE 6 - DISTRIBUTIONS.................................................12
6.1 Immediate Vesting...................................................12
6.2 Distributions on Retirement and Termination Dates...................12
6.3 Distribution on Death...............................................12
ARTICLE 7 - ADMINISTRATION OF THE PLAN....................................13
7.1 Responsibility for Administration ..................................13
7.2 Information to Members..............................................13
ARTICLE 8 - FUTURE OF THE PLAN............................................14
8.1 Right to Amend or Terminate the Plan................................14
8.2 Amendment of the Plan...............................................14
8.3 Termination of the Plan.............................................14
ARTICLE 9 - GENERAL PROVISIONS............................................15
9.1 Non-Alienation......................................................15
9.2 Distribution or Withdrawal Constitutes Release......................15
9.3 Rights of Associates................................................15
9.4 Limitation of Liabilities...........................................15
9.5 Notices.............................................................16
9.6 Responsibility of Members...........................................16
9.7 Company Records.....................................................16
9.8 Construction........................................................16
9.9 Severability........................................................16
9.10 Captions and Headings...............................................16
9.11 Articles and Sections...............................................17
9.12 Currency............................................................17
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1
ARTICLE 1
PURPOSE
1.1 Effective January 1, 1996, Canadian Timken, Limited (the "Company") hereby
establishes The Canadian Timken, Limited Salaried Associate Retirement
Savings Plan (the "Plan") for the purposes of:
(a) encouraging the Company's employees to participate in the ownership
of The Timken Company, the parent company of the Company, indirectly
through the acquisition of shares of The Timken Company; and
(b) encouraging the Company's employees to save for retirement by
participating in this Plan.
1.2 This Plan will have a registered component (the "Group RRSP"), which is
intended to be a group registered retirement savings plan. The Plan will
also have a non-registered component (the "ESP"), which component is
intended to be an "employee savings plan".
1.3 The establishment of this Plan is subject to the Company receiving an
advance tax ruling permitting immediate deduction of amounts it
contributes to the Fund each year as expenses before taxes under the
provisions of the Income Tax Act and any other applicable legislation as
is now in effect or as is hereafter amended or adopted.
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2
ARTICLE 2
DEFINITIONS
In this Plan, the following terms and expressions will have the following
meanings, unless a different meaning is required by the context.
2.1 ACCOUNTS mean any or all of the following:
(a) the Member's Group RRSP Contribution Account, as described in
Section 5.2(a);
(b) the Member's ESP Account, as described in Section 5.2(b);
(c) the Member's Group RRSP AVC Account, as described in Section 5.2(c);
and
(d) the Member's Group RRSP Transfer Account, as described in Section
5.2(d).
2.2 ASSOCIATE means any person (other than a "U.S. resident", as defined under
relevant securities legislation) who is both employed by the Company
full-time and paid by the Company on a salaried basis.
2.3 BENEFICIARY means such person, persons or the estate of a Member,
designated in accordance with Section 6.4, who may be entitled to receive
any benefits payable under this Plan in respect of a deceased Member.
2.4 BUSINESS DAY means any day, other than a Saturday or Sunday, that banks
are generally open for business in St. Thomas, Ontario.
2.5 COMPANY means Canadian Timken, Limited. Where any reference in the Plan is
made to any action to be taken, consent, approval or opinion to be given,
discretion or decision to be exercised by the Company, "Company" means
Canadian Timken, Limited acting through the board of directors of Canadian
Timken, Limited or any person authorized by that board of directors for
purposes of the Plan.
2.6 COMPANY STOCK means the voting common shares of The Timken Company as
purchased by the Funding Agent on the New York Stock Exchange.
2.7 EARNINGS means an Associate's remuneration received in the Plan Year from
the Company, including over-time pay, shift differential pay, premiums,
fireman's bonus and that portion of the performance reward pay bonus
eligible for inclusion as "Earnings" under the Plan (determined in
accordance with the Company's "Performance Reward Pay Program") but
excluding:
(a) suggestion awards;
(b) vacation pay;
<PAGE> 6
3
(c) cost-of-living allowances;
(d) pay received from the Company for time not worked while serving in
the military or in an elective or appointive public office;
(e) payments relating to this Plan;
(f) taxable benefits relating to the use of a Company-owned car;
(g) provincial health insurance premiums paid on behalf of the
Associate;
(h) payments under the Company's tuition refund plan; and
(i) disability benefits payable from the Company's disability program,
or such other definition of Earnings as the Company may determine from
time to time.
2.8 FUND means the assets held from time to time by the Funding Agent under
the terms of the Funding Agreement and includes amounts held under both
the Group RRSP and the ESP components of the Plan.
2.9 FUNDING AGENT means a trust company or an insurance company authorized to
carry on a life insurance business in Canada or a group of individuals
resident in Canada, at least one of whom is independent of the Company,
and includes any combination thereof appointed by the Company to hold,
administer and invest the Fund.
2.10 FUNDING AGREEMENT means any agreement or agreements, now or hereafter,
entered into between the Company and the Funding Agent respecting the
Fund.
2.11 INCOME TAX ACT means the Income Tax Act, Statutes of Canada and the
Regulations thereunder, as amended or replaced from time to time.
2.12 MEMBER means, in each Plan Year, an Associate who elects to make
contributions to the Plan in the Plan Year to the Group RRSP component of
the Plan.
2.13 PLAN means this Canadian Timken, Limited Salaried Associate Retirement
Savings Plan, as amended or restated from time to time. The Plan consists
of two parts, the Group Registered Retirement Savings Plan component (the
"Group RRSP") and the Employee Savings Plan component (the "ESP"). Unless
stated otherwise, reference to the "Plan" will include both components.
2.14 PLAN YEAR means the calendar year.
2.15 SERVICE means the years and completed months of an Associate's
uninterrupted period of employment with the Company since the Associate's
last date of hire by the Company.
2.16 VALUATION DATE means each Business Day or such other date as the Company
may establish from time to time.
In this Plan, unless the context requires otherwise, reference to the male
gender will include the female gender and words importing the singular number
only include the plural number and vice versa.
<PAGE> 7
4
ARTICLE 3
ELIGIBILITY AND MEMBERSHIP
3.1 ELIGIBILITY
Each Associate may elect to become a Member on the later of:
(a) January 1, 1996; and
(b) the first day of any January following the completion of one year of
Service.
3.2 WAIVER OF ELIGIBILITY REQUIREMENTS
Notwithstanding the above, the Company may waive the foregoing eligibility
requirements in order that a specific class of Associate may join the
Plan, if such waiver is not based on any ground prohibited under human
rights legislation.
3.3 APPLICATION FOR MEMBERSHIP
In order to enroll in the Plan, an Associate will complete and file with
the Company the necessary enrollment form, as determined by the Company.
This enrollment form will authorize the Company, among other things, to
deduct, by payroll deduction, the contributions the Member elects to make
to the Plan, as well as serve as an application to participate in the
Plan. The Member's participation in the Plan will take effect from the
first day of January coincident with or next following the day on which
the Company receives such enrollment form.
<PAGE> 8
5
ARTICLE 4
CONTRIBUTIONS
4.1 MEMBER REQUIRED CONTRIBUTIONS
(a) AMOUNT OF MEMBER REQUIRED CONTRIBUTIONS
Where a Member has elected to participate in the Plan in a given
Plan Year, the Member may contribute, by payroll deduction twice
monthly, any percentage of his Earnings in increments of .5%,
subject to a minimum contribution percentage equal to 1% and a
maximum contribution percentage equal to 2.5% ("Required
Contributions").
(b) ALLOCATION OF MEMBER CONTRIBUTIONS BETWEEN THE TWO COMPONENTS
Each Member Required Contribution made under this Section 4.1 will
be allocated according to the following priorities:
(1) to the Group RRSP component of the Plan, up to the maximum
amounts allowable as a tax deductible contribution to a group
registered retirement savings plan, as prescribed under the
Income Tax Act and any other applicable legislation; and
(2) to the ESP component of the Plan, to the extent there are
amounts that are in excess of the amounts allowed to be
contributed to the Group RRSP component under Section
4.1(b)(1).
(c) CHANGE IN MEMBER CONTRIBUTION RATE
The Member may change his required contribution rate during the Plan
Year, effective January 1, April 1, July 1 or October 1, subject to
filing the appropriate change form with the Company at least one
full month prior to the nearest January 1, April 1, July 1 or
October 1, as applicable, and provided the new contribution rate is
not less than 1% and not greater than 2.5%.
4.2 COMPANY MATCHING CONTRIBUTIONS
(a) AMOUNT OF COMPANY CONTRIBUTIONS
The Company will contribute under the Plan for the benefit of each
Member an amount equal to 100% of the Member's Required
Contributions made for the relevant month under Section 4.1
("Matching Contributions").
(b) ALLOCATION OF COMPANY CONTRIBUTION BETWEEN THE TWO COMPONENTS
<PAGE> 9
6
Each Company Matching Contribution made under this Section 4.2 will
be allocated according to the following priorities:
(1) to the Group RRSP component of the Plan, up to the maximum
amounts allowable (when aggregated with the Member's Required
Contributions under Section 4.1) as a tax deductible
contribution to a group registered retirement savings plan, as
prescribed under the Income Tax Act and any other applicable
legislation; and
(2) to the ESP component of the Plan, to the extent there are
amounts that are in excess of the amounts allowed to be
contributed to the Group RRSP component under Section
4.2(b)(1).
4.3 MEMBER ADDITIONAL VOLUNTARY CONTRIBUTIONS
(a) AMOUNT OF MEMBER ADDITIONAL VOLUNTARY CONTRIBUTIONS Where a Member
has elected to participate in the Plan in a given Plan Year, the
Member may also contribute, by payroll deduction twice monthly or in
a lump sum, contributions to the Plan in addition to those made
under Section 4.1 ("Additional Voluntary Contributions").
(b) ALLOCATION OF MEMBER CONTRIBUTIONS BETWEEN THE TWO COMPONENTS
Each Member Additional Voluntary Contribution made under this
Section 4.3 will be allocated according to the following priorities:
(1) to the Group RRSP component of the Plan, up to the maximum
amounts allowable (when aggregated with the Member's Required
Contributions and the Company's Matching Contributions under
Sections 4.1 and 4.2 respectively) as a tax deductible
contribution to a group registered retirement savings plan, as
prescribed under the Income Tax Act and any other applicable
legislation; and
(2) to the ESP component of the plan, to the extent there are
amounts that are in excess of the amounts allowed to be
contributed to the Group RRSP component under Section
4.3(b)(1).
(c) CHANGE IN MEMBER CONTRIBUTION RATE
The Member may change (or eliminate) his Additional Voluntary
Contribution rate during the Plan Year, effective January 1, April
1, July 1 or October 1, subject to filing the appropriate change
form with the Company at least one full month prior to the nearest
January 1, April 1, July 1 or October 1, as applicable.
4.4 OVERPAYMENTS TO THE GROUP RRSP COMPONENT OF THE PLAN
Any Member or Company contribution made to the Group RRSP component of the
Plan by mistake and which is in excess of the maximum amounts allowable as
a contribution to a group registered retirement savings plan, as
prescribed under the Income Tax Act, will be reallocated to the ESP
component of the Plan.
<PAGE> 10
7
4.5 SUSPENSION OF MEMBER CONTRIBUTIONS
(a) VOLUNTARY SUSPENSIONS
A Member may suspend his participation in the Plan provided he first
completes and files with the Company, at least one full month prior
to the nearest January 1, the appropriate suspension form
authorizing such suspension. Effective such January 1, the Company
will cease to make Company Matching Contributions until such time as
the Member elects to begin participating in the Plan again.
The Member may once again recommence making Required Contributions
and Additional Voluntary Contributions to the Plan upon signing the
enrollment form described in Section 3.3. The Member's effective
re-commencement date is the first day of January coincident with or
next following the day on which the Member files the prescribed
enrollment form with the Company.
If the Member's Service ceases, this Section 4.5(a) does not apply.
(b) INVOLUNTARY SUSPENSIONS
If, in a particular Plan Year, the Member:
(1) withdraws any amount from his Accounts invested in the Company
Stock sub fund before the attainment of age 55, unless such
withdrawal is:
(A) a transfer of money between Accounts which are invested
in the Company Stock sub fund;
(B) a withdrawal from the Member's Group RRSP AVC Account;
(C) a withdrawal from the Member's Group RRSP Transfer
Account; or
(D) a refund of excess contributions as provided under
Section 4.4; or
(2) withdraws any amounts from his Accounts invested in sub funds
other than the Company Stock sub fund, unless such withdrawal
is:
(A) a withdrawal from that portion of his ESP Account which
is not invested in the Company Stock sub fund, provided
the Member makes such request only once in a given Plan
Year;
(B) a withdrawal from the Member's Group RRSP AVC Account;
(C) a withdrawal from the Member's Group RRSP Transfer
Account; or
(D) a refund of excess contributions as provided under
Section 4.4,
<PAGE> 11
8
(the "Withdrawal"), the Member will not be eligible to participate
in the Plan the following Plan Year (the "Penalty Year"). The Member
will, however, continue making Required Contributions under Section
4.1 and, if applicable, Additional Voluntary Contributions under
Section 4.3 for the remainder of the Plan Year in which the Member
made such Withdrawal.
The Member is once again eligible to participate in the Plan
effective any January 1 following the Penalty Year, provided the
Member signs the enrollment forms described in Section 3.3.
If the Member's Service ceases, this Section 4.5(b) does not apply.
4.6 TRANSFERS IN
(a) AMOUNT OF MONEY TRANSFERRED IN
A Member may transfer to the Plan lump sum amounts received from a
registered pension plan, a registered retirement savings plan, a
profit sharing plan or any other retirement savings vehicle required
to be registered with Revenue Canada, provided such transfer is
effected on both a non locked-in and tax-free rollover basis
("Transferred Contributions"), on terms established by the Company
and the Funding Agent.
(b) ALLOCATION OF MEMBER CONTRIBUTIONS BETWEEN THE TWO COMPONENTS
The Member's Transferred Contributions under this Section 4.6 will
be allocated to the Group RRSP component of the Plan.
4.7 REMITTANCE OF CONTRIBUTIONS TO FUNDING AGENT
The Company will remit to the Funding Agent for deposit in the Fund both
Company contributions (made under Section 4.2) and Member contributions
(made under Sections 4.1 and 4.3) by the last Business Day of each month.
<PAGE> 12
9
ARTICLE 5
THE FUND, THE FUNDING AGENT, ALLOCATIONS
AND INVESTMENTS
5.1 ADMINISTRATION OF THE FUND
The Fund will be administered by the Funding Agent in accordance with the
Funding Agreement.
5.2 SEPARATE ACCOUNTS
The Funding Agent will establish and maintain 4 separate accounts for each
Member as follows:
(a) the Member's Required Contributions made under Section 4.1(b)(1) and
the Company's Matching Contributions made under Section 4.2(b)(1)
will be allocated to the Member's Group RRSP Contribution Account;
(b) the Member's Required Contributions made under Section 4.1(b)(2) and
the Company's Matching Contributions made under Section 4.2(b)(2)
will be allocated to the Member's ESP Contribution Account;
(c) the Members Additional Voluntary Contributions made under Section
4.3(b) will be allocated to the Member's Group RRSP AVC Account; and
(d) the Member's Transferred Contributions transferred to the Plan under
Section 4.6 will be allocated to the Member's Group RRSP Transfer
Account.
5.3 CONTRIBUTIONS AND BENEFITS
All contributions made by the Company and the Member will be paid into the
Fund and all of the amounts to be distributed under the Plan will be paid
from the Fund.
5.4 INVESTMENT OF THE FUND
The Funding Agent will establish one segregated fund for the Group RRSP
component of the Plan and another segregated fund for the ESP component of
the Plan. Within each of the two segregated funds, the Funding Agent will
further establish sub funds for every investment option described in the
Funding Agreement.
(a) INVESTMENT OPTIONS
Subject to section 5.4(b), the Member will direct that amounts in
the Member's Accounts be invested in one or more of the sub funds
described in the Funding Agreement. Investments under the Group RRSP
component of the Plan will comply with the provisions of the Income
Tax Act restricting the types of investments eligible for registered
retirement savings plans.
<PAGE> 13
10
(b) INVESTMENT IN THE COMPANY STOCK SUB FUND
Forty percent of the Company's Matching Contributions will be
invested in the Company Stock sub fund. The Funding Agent will use
these Matching Contributions to purchase Company Stock on the New
York Stock Exchange once per month within 5 Business Days of
receiving the contribution remittances. The purchase price of each
Company Stock will include all commissions and brokerage fees.
(c) CHANGE IN INVESTMENT OPTIONS
A Member's initial election regarding the proportion of the Member's
Accounts to be invested in each of the available sub funds will be
made at the time the Member enrolls in the Plan. Thereafter, a
Member has the right to change his election under this Section
5.4(c) on any January 1, April 1, July 1 or October 1, subject to
filing the appropriate change form with the Funding Agent one full
month prior to the nearest January 1, April 1, July 1 or October 1,
as applicable, and further provided such election does not change
the proportion of the Member's Accounts invested in the Company
Stock sub fund.
(d) WITHDRAWAL
The Member, while in Service, may withdraw some or all of the
Member's Accounts, at the end of any month, subject to any
withholdings required by the Income Tax Act and, where applicable,
subject to Section 4.5(b) unless exempted therein. A Member may
request a withdrawal by completing and filing the withdrawal form
with the Funding Agent at least 10 Business Days before the end of
the month. Each month, the Funding Agent is required to advise the
Company of all withdrawal requests received by the Funding Agent in
the previous calendar month.
5.5 ALLOCATION AND VALUATION OF UNITS ON EACH VALUATION DATE
As of each Valuation Date, the Funding Agent will determine the number of
units of each sub fund to be credited to Member Accounts based on
contributions received and moneys withdrawn by, or on behalf, of the
Member. As of any Valuation Date, the dollar value of a sub fund unit will
be the net asset value of that sub fund divided by the number of
outstanding units at that date, as determined by the Funding Agent.
5.6 EXPENSES
All reasonable fees and expenses incurred in the operation and
administration of the Fund and the Plan (other than brokerage fees and
commissions incurred to purchase or sell securities and fees charged by
the Funding Agent when Members withdraw amounts from their Accounts) will
be paid by the Company.
<PAGE> 14
11
Brokerage fees and commissions incurred to purchase or sell securities
will be paid by the Fund and will form part of the cost of the securities
(where incurred to purchase securities) or deducted from the proceeds of
disposition of the securities (where incurred to sell securities).
Withdrawal fees charged by the Funding Agent when Members elect to
withdraw amounts from their Accounts will be paid by the Member by
deduction from that Member's Account affected by the withdrawal.
5.7 ADDITIONAL RESPONSIBILITIES OF THE FUNDING AGENT
In addition to any other responsibilities assigned to the Funding Agent in
this Plan and the Funding Agreement, the Funding Agent will:
(a) monitor each Member's Group RRSP Accounts to ensure that all
investments comply with the Income Tax Act;
(b) provide monthly activity reports to the Company with respect to,
among other things, activity concerning Member withdrawals and sales
of Company Stock; and
(c) perform such tax reporting as is required by the Income Tax Act
relating to the Fund.
<PAGE> 15
12
ARTICLE 6
DISTRIBUTIONS
6.1 IMMEDIATE VESTING
All amounts allocated or transferred to the Member's Accounts are
immediately and irrevocably vested in the Member when remitted to the
Funding Agent.
6.2 DISTRIBUTIONS ON RETIREMENT AND TERMINATION DATES
As soon as possible, but no later than the end of 10 Business Days
following the date the Member's Service ceases for any reason other than
death, the Funding Agent will distribute the balance in the Member's
Accounts to the Member in the form of a single lump-sum cash payment,
subject to the restrictions under the Income Tax Act concerning registered
retirement savings plans and employee savings plans.
In lieu of the lump-sum cash payment, the Member may elect that such
lump-sum be used to purchase an annuity payable to the Member for the
Member's lifetime or in such other optional form as elected by the Member.
As another alternative, the Member may elect that the balances in the
Member's Group RRSP Contribution Account, Group RRSP AVC Account and Group
RRSP Transfer Account be transferred on a tax-deferred basis to another
registered retirement savings plan or any other vehicle approved by
Revenue Canada.
6.3 DISTRIBUTION ON DEATH
As soon as possible, but no later than the end of the third calendar month
following the Member's date of death, the Funding Agent will distribute
the balance in the Member's Accounts to the Member's Beneficiary in the
form of a single lump-sum cash payment, subject to the restrictions under
the Income Tax Act concerning registered retirement savings plans and
employee savings plans.
If the Beneficiary is the Member's "spouse", as that term is defined in
the Income Tax Act, then the spouse may elect a form of transfer available
to her under the Income Tax Act.
A Member may designate, by written notice delivered to the Company, a
Beneficiary to receive any benefits payable on the death of the Member. A
Member may revoke or amend such designation in the same manner at any
time, subject to any applicable laws governing the designation of
beneficiaries.
If a Member fails to validly designate a Beneficiary, or if the
Beneficiary predeceases the Member, any benefits payable to the Member's
Beneficiary will be paid to the estate of the Member in a lump sum.
If a Beneficiary, as a result of a Member's death, is entitled to payments
under the Plan and the Beneficiary dies before receiving any or all of the
payments due to him, the value of the remainder of the payments will be
paid in a lump sum to the estate of the Beneficiary.
The legal representative of the Member's estate will provide to the
Company a copy of the death certificate and a probated will, which the
Company will forward to the Funding Agent. In the absence of a probated
will, the legal representative of the Member's estate must agree to
indemnify the Company and the Funding Agent against any future claims in
respect of the release of assets.
<PAGE> 16
13
ARTICLE 7
ADMINISTRATION OF THE PLAN
7.1 RESPONSIBILITY FOR ADMINISTRATION
The Company:
(a) will be responsible for all matters relating to the administration
of the Plan;
(b) may delegate such matters as it deems appropriate to be performed by
one or more agents, including the Funding Agent;
(c) will decide conclusively all matters relating to the operation,
interpretation and application of the Plan; and
(d) may enact rules and regulations relating to the administration of
the Plan to carry out the terms hereof and may amend such rules and
regulations from time to time. Such rules and regulations may not
conflict with any provision of the Plan.
7.2 INFORMATION TO MEMBERS
The Funding Agent will provide each Member with a written explanation of
the terms and conditions of the Plan and amendments applicable to the
Member, together with an explanation of the rights and duties of the
Member with reference to the benefits available to the Member under the
terms of the Plan. The Funding Agent will also provide the Associate with
the following information, as applicable:
(a) a copy of the Plan and the Funding Agreement which may be examined
by any Member of the Plan at any reasonable time at the head office
of the Company;
(b) statements as of March 31, June 30, September 30 and December 31
each Plan Year summarizing the financial position/balances of the
Member's Accounts;
(c) investment information including, but not limited to, prospectuses
and other financial information with respect to the various
investment options; and
(d) all tax information slips required to be delivered under the Income
Tax Act within the time periods specified in those laws.
In addition to the foregoing information, the Company (or the Funding
Agent, as agreed to by the Company and the Funding Agent) will provide any
other information which the Company considers to be relevant to the
Member.
<PAGE> 17
14
ARTICLE 8
FUTURE OF THE PLAN
8.1 RIGHT TO AMEND OR TERMINATE THE PLAN
The Company intends to maintain the Plan in force indefinitely, but
necessarily reserves the right to amend or terminate the Plan at any time
on 30 days' notice to the Members, if future conditions, in the opinion of
the Company, warrant such action. However, the duties or liabilities of
the Funding Agent under the Funding Agreement will not be altered without
the Funding Agent's consent.
8.2 AMENDMENT OF THE PLAN
The Company may amend the Plan:
(a) to make formal, minor or technical modifications to any of the
provisions of the Plan;
(b) to change any of the provisions of the Plan;
(c) to correct any ambiguity, defective provisions, error or omissions
in the provisions of the Plan; or
(d) to ensure the Plan continues to comply with applicable laws,
provided no such amendment will operate to reduce the benefits which
have accrued to Members prior to the date of such amendment.
8.3 TERMINATION OF THE PLAN
If the Plan is wound up:
(a) the Members' Accounts will be distributed by the Funding Agent in
accordance with Section 6.2; and
(b) no liability will attach to the Company, the Funding Agent or the
liquidator or trustee in bankruptcy in connection with any
distribution under this Section 8.3 if made in good faith.
<PAGE> 18
15
ARTICLE 9
GENERAL PROVISIONS
9.1 NON-ALIENATION
Money payable under the Plan is subject to the following restrictions:
(a) VOID TRANSACTIONS
any transaction that purports to assign, charge, anticipate,
surrender or give as security a Member's right or interest under the
Plan, or money payable under the Plan, is void; and
(b) EXEMPTION FROM SEIZURE
money payable under the Plan is exempt from execution, seizure or
attachment.
9.2 DISTRIBUTION OR WITHDRAWAL CONSTITUTES RELEASE
Any withdrawal under Article 5 or distribution under Article 6 will, to
the extent of such withdrawal or distribution, as applicable, fully
release and discharge the Company, the Funding Agent, the Plan and the
Fund from any and all claims of the member, or any persons claiming
through the Member or assuming any claims to the Member's Accounts.
9.3 RIGHTS OF ASSOCIATES
(a) Subject to Applicable Pension Legislation, no Member will have any
right or interest, whatsoever, in any portion of the Fund or any
right to pension benefits, thereunder, except as provided in the
Plan and to the extent of the assets of the Plan.
(b) The establishment of the Plan will not constitute an enlargement of
any rights an Associate might otherwise have as to tenure, retention
of employment with the Company, continuity of work, advancement in
employment or any particular job.
9.4 LIMITATION OF LIABILITIES
Notwithstanding anything in the Plan to the contrary, the Company will not
be liable to any person whatsoever because of any acts, omissions to act,
mistakes, negligence or errors in judgment either by the Company or by any
person appointed or employed by it or providing service to it in
connection with its functions thereunder, except for any claims, demands
and proceedings arising from any act or omission which is due to willful
misconduct, fraud or lack of good faith by the Company or such persons or
any one of them.
The Company, in relation to this Plan or any action thereunder, may act on
the opinion, advice or information obtained from any actuary, lawyer,
banker, auditor, accountant or other expert and will not be in any way
responsible for any loss occasioned by so acting.
<PAGE> 19
16
9.5 NOTICES
Any notice, prescribed form or other document to be delivered to a Member,
the Funding Agent or the Company will be validly sent, given or delivered
if it is delivered by hand or is mailed by first class prepaid mail to, in
the case of a Member, the latest address shown on the records of the
Company, in the case of the Funding Agent to Mutual Life of Canada, 227
King Street South, Waterloo, Ontario N2J 4C5, and, in the case of the
Company, to Canadian Timken, Limited, 1055 Talbot Street, St. Thomas,
Ontario, Canada, N5P 1G5. Any notice, prescribed form or document so
mailed will be deemed to have been received in the ordinary course of
mail.
9.6 RESPONSIBILITY OF MEMBERS
(a) COMPLETION OF FORMS
It is the responsibility of the Associate, the Member or the legal
representative of the Member's estate, as applicable, to complete
any forms accurately. Incomplete or incorrectly completed forms may
be returned to the individual and may delay processing of the
request.
(b) TAX CONSEQUENCES
Neither the Company nor the Funding Agent will be held responsible
for any tax consequences to the Member as a result of the Member's
participation in the Plan.
9.7 COMPANY RECORDS
Whenever the records of the Company or the Funding Agent are used for
purposes of the Plan, such records will be conclusive as to the facts with
which they are concerned, absent manifest error. Where the records of the
Company and the Funding Agent conflict, the Company's records will
prevail.
9.8 CONSTRUCTION
The Plan will be governed and construed in accordance with the laws of
Ontario. To the extent of the inconsistency, any provision of the Funding
Agreement that is inconsistent with the terms of the Plan will be of no
force or effect.
9.9 SEVERABILITY
If any provision of the Plan is held to be invalid or unenforceable by a
court of competent jurisdiction, its invalidity or unenforceability will
not affect any other provision of the Plan and the Plan will be construed
and enforced as if such provision had not been included therein.
9.10 CAPTIONS AND HEADINGS
The captions, headings and table of contents of this Plan are included for
convenience of reference only and will not be used in interpreting the
provisions of the Plan.
<PAGE> 20
17
9.11 ARTICLES AND SECTIONS
"Article" or "Articles" means an article or articles as defined in the
table of contents and "Section" or "Sections" means a specific provision
or provisions within an Article or Articles, as applicable.
9.12 CURRENCY
All benefits payable under the Plan will be paid in the lawful currency of
Canada.
<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 Salaried Associates Retirement Savings Plan of
Canadian Timken, Limited 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
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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 Statement(s) 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
The Salaried Associate Retirement Savings Plan, (ii) any and all amendments,
including post-effective amendments, and exhibits to the Registration
Statement(s) 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 or foreign regulatory authority with respect to the securities
covered by the Registration Statement(s), 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 27th day of August, 1998.
- --------------------------------- ------------------------------------
J. Clayburn LaForce, Jr. Ward J. Timken
- --------------------------------- ------------------------------------
Gene E. Little W. R. Timken, Jr.
- --------------------------------- ------------------------------------
Robert W. Mahoney Joseph F. Toot, Jr.
- --------------------------------- ------------------------------------
Jay A. Precourt Martin D. Walker
- --------------------------------- ------------------------------------
John M. Timken, Jr. Charles H. West
------------------------------------
Alton W. Whitehouse
