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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): April 21, 1998
THE TIMKEN COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-1169 34-0577130
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 438-3000
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ITEM 5. OTHER EVENTS
New Common Stock Purchase Plan
On April 21, 1998, the Board of Directors of The Timken Company, an
Ohio corporation (the "Company"), approved the Company's 1998 Common Stock
Purchase Plan (the "1998 Purchase Plan"). The 1998 Purchase Plan will be in
effect until December 31, 2001 and authorizes the Company to purchase up to
4,000,000 shares of its Common Stock, without par value ("Common Stock"), on the
open market at prevailing market prices. The 1998 Purchase Plan requires the
Company to use the Common Stock purchased under the plan for the purposes of
funding qualified employee benefit plans maintained by the Company and its
direct and indirect wholly owned domestic subsidiaries, satisfying the Company's
obligations under its equity-based incentive plans, providing shares of Common
Stock for the Company's dividend reinvestment plan and for use in making future
acquisitions, and delivering shares of Common Stock under existing and future
equity-based compensation arrangements to associates and directors of the
Company and to associates of direct and indirect subsidiaries of the Company.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit 99. Press Release, dated April 21, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE TIMKEN COMPANY
By: /s/ Gene E. Little
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Name: Gene E. Little
Title: Senior Vice President - Finance
Dated: April 21, 1998
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EXHIBIT INDEX
The Timken Company
Current Report on Form 8-K
Dated April 21, 1998
Exhibit No. Title
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99 Press Release, dated April 21, 1998.
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Exhibit 99
NEWS RELEASE
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FOR ADDITIONAL INFORMATION: WORLDWIDE LEADER IN BEARINGS AND STEEL
Marjorie Peterson
Communications Manager
(330) 471-5628
THE TIMKEN COMPANY IS AUTHORIZED TO PURCHASE SHARES
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CANTON, OH--APRIL 21, 1998 - The Timken Company today announced board
approval of a new 1998 common stock purchase plan, which succeeds the company's
1996 plan.
The company's 1996 common stock purchase plan had authorized the company to
buy back, in the open market at prevailing market prices, up to two million
shares of common stock to be held as treasury shares and used for specific
purposes. The company has purchased all of the two million shares of common
stock it was authorized to purchase under the 1996 common stock purchase plan.
As of April 13, 1998, approximately 62 million shares of common stock were
outstanding.
The company's 1998 common stock purchase plan authorizes the company to
buy, in the open market at prevailing market prices, up to four million shares
of common stock, which are to be held as treasury shares and used for specific
purposes. The company may exercise this authorization until December 31, 2001.
Shares of common stock purchased pursuant to the 1998 common stock purchase
plan will be used as follows: to fund qualified employee benefit plans
maintained by the company and its direct and indirect wholly owned domestic
subsidiaries; to satisfy the company's obligations under its equity-based
incentive plans; to provide shares for the company's dividend reinvestment plan
and for use in making future acquisitions; and to deliver shares under existing
and future equity-based compensation arrangements to associates and directors of
the company and to associates of direct and indirect subsidiaries of the
company.
The Timken Company (NYSE:TKR) is a leading international manufacturer of
highly engineered bearings and alloy steels. The company employs some 21,000
people worldwide and reported 1997 sales of more than $2.6 billion.
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MAIL CODE: GNW-37
1835 DUEBER AVENUE, S.W. TELEPHONE: (330)471-5628
P.O. BOX 6927 FACSIMILE: (330)471-4118
THE TIMKEN COMPANY CANTON, OH 44706-0927 U.S.A. INTERNET: [email protected]
