<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE TIMKEN COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
TABLE OF CONTENTS
PAGE
Chairman's Letter........................................................ 1
Notice of Annual Meeting................................................. 2
Proxy Statement.......................................................... 3
Election of Directors ............................................ 3
Election of Class I Directors (Item No. 1) ................... 3
Information Concerning Nominees and Continuing Directors ..... 4
Beneficial Stock Ownership ................................... 7
Executive Compensation ....................................... 9
Auditors ........................................................ 21
General ......................................................... 21
<PAGE> 3
March 4, 1998
Dear Shareholder:
The 1998 Annual Meeting of The Timken Company will be held on Tuesday, April 21,
1998, at ten o'clock in the morning at the Corporate Office of the Company in
Canton, Ohio.
This year, you are being asked to act upon one matter recommended by your Board
of Directors. Details of this matter are contained in the accompanying Notice of
Annual Meeting and Proxy Statement.
Please read the enclosed information carefully before completing and returning
the enclosed proxy card. Returning your proxy card as soon as possible will
assure your representation at the meeting, whether or not you plan to attend.
I appreciate the strong support of our shareholders over the years and look
forward to a similar vote of support at the 1998 Annual Meeting.
Sincerely,
/s/ W.R. Timken, Jr.
W. R. Timken, Jr.
Enclosure
-1-
<PAGE> 4
THE TIMKEN COMPANY
CANTON, OHIO
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20, 1998,
are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self addressed envelope is
enclosed requiring no postage if mailed in the United States.
LARRY R. BROWN
Senior Vice President and General Counsel
March 4, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
-2-
<PAGE> 5
THE TIMKEN COMPANY
--------------------
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors in connection with
the Annual Meeting of Shareholders to be held April 21, 1998, for the purpose of
considering and acting upon the matters specified in the foregoing Notice.
Financial and other reports will be submitted to the meeting, but it is not
intended that any action will be taken on these reports. The Board of Directors
is not aware that matters other than those specified in the foregoing Notice
will be brought before the meeting for action. However, if any such matters
should be brought before the meeting, the persons appointed as proxies may vote
or act upon such matters according to their judgment.
MAILING ADDRESS; MAILING AND NOTIFICATION DATES
The mailing address of the corporate offices of the Company is 1835 Dueber
Avenue, S.W., Canton, Ohio 44706-2798. The approximate date on which this Proxy
Statement and form of proxy will be first sent or given to shareholders is March
6, 1998. In the event that proxy soliciting material for the 1999 Annual Meeting
is sent to shareholders on approximately the same date in 1999, the Company must
be notified no later than November 6, 1998, of any shareholder proposals to be
presented at the 1999 Annual Meeting, if such proposals are to be set forth in
the Company's 1999 proxy soliciting material.
ELECTION OF DIRECTORS
The Company presently has twelve Directors who, pursuant to the Amended
Regulations of the Company, are divided into three classes with four Directors
in each Class. At the Board of Directors' meeting held on February 6, 1998, the
Board passed a resolution decreasing the number of Directors from twelve to
eleven effective as of the 1998 Annual Meeting. The decrease of one Director was
apportioned to Class I. At the 1998 Annual Meeting, three Directors will be
elected to serve in Class I for a three year term to expire at the 2001 Annual
Meeting. Under Ohio law and the Company's Amended Regulations, candidates for
Directors receiving the greatest number of votes shall be elected.
If any nominee becomes unable, for any reason, to serve as a Director, or
should a vacancy occur before the election (which events are not anticipated),
the Directors then in office may substitute another person as a nominee or may
reduce the number of nominees to such extent as they shall deem advisable.
ITEM NO. 1
----------
ELECTION OF CLASS I DIRECTORS
The Board of Directors, by resolution at its February 6, 1998 meeting,
nominated the three individuals set forth below to be elected Directors in Class
I at the 1998 Annual Meeting to serve for a term of three years expiring at the
Annual Meeting in 2001 (or until their respective successors are elected and
qualified). All of the nominees, except Mr. Walker, have been previously elected
as a Director by the shareholders. Mr. Walker was elected in June 1995 by the
Directors then in office to fill the vacancy created when the number of
Directors was increased from eleven to twelve. Each of the nominees listed below
has consented to serve as a Director if elected.
Unless otherwise indicated on any proxy, the persons named as proxies on the
enclosed proxy form intend to vote the shares covered by such proxies in favor
of the nominees named below.
-3-
<PAGE> 6
The following table, based in part on information received from the
respective nominees and in part from the records of the Company, sets forth
information regarding each nominee as of January 23, 1998.
<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST FIVE YEARS; CONTINUOUSLY
NAME OF NOMINEE DIRECTORSHIPS OF PUBLICLY HELD COMPANIES SINCE
- --------------- ---------------------------------------- -----
<S> <C> <C>
Ward J. Timken 55, Vice President. 1971
Martin D. Walker 65, Principal, MORWAL Investments, a private 1995
investment firm.
Previous position: Retired Chairman of M. A. Hanna
Company, an international specialty chemicals
company, whose primary businesses
are plastics and rubber compounding,
color and additive concentrates and
distribution of plastic resins and
engineered shapes.
Director of: Comerica Inc.; The Goodyear Tire &
Rubber Company; M. A. Hanna Company;
Lexmark International Group, Inc.; Meritor Automotive,
Inc.; The Reynolds and Reynolds Company; Textron Inc.
Charles H. West 63, Retired Executive Vice President and 1984
President - Steel of The Timken Company.
</TABLE>
CONTINUING DIRECTORS
The remaining eight Directors, named below, will continue to serve in their
respective classes until their term expires. The following table, based in part
on information received from the respective Directors and in part from the
records of the Company, sets forth information regarding each continuing
Director as of January 23, 1998. At its February 6, 1998, meeting, the Board
passed a resolution waiving its retirement policy for Mr. Gault.
<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST FIVE YEARS; TERM CONTINUOUSLY
NAME OF DIRECTOR DIRECTORSHIPS OF PUBLICLY HELD COMPANIES EXPIRES SINCE
- ---------------- ---------------------------------------- ------- -----
<S> <C> <C> <C>
Stanley C. Gault 72, Retired Chairman of the Board of The April, 2000 1988
Goodyear Tire and Rubber Company, a
manufacturer and distributor of tires, chemicals,
polymers, plastic film and other rubber products.
Previous positions: Chairman of the Board
and Chief Executive Officer of The
Goodyear Tire and Rubber Company;
Chairman of the Board and Chief Executive
Officer of Rubbermaid Incorporated, a
manufacturer and distributor of rubber and
plastic products for consumer and institutional
markets.
Director of: Avon Products, Inc.;
Wal-Mart Stores, Inc.
</TABLE>
-4-
<PAGE> 7
<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST FIVE YEARS; TERM CONTINUOUSLY
NAME OF DIRECTOR DIRECTORSHIPS OF PUBLICLY HELD COMPANIES EXPIRES SINCE
- ---------------- ---------------------------------------- ------- -----
<S> <C> <C> <C>
J. Clayburn La Force, Jr. 69, Dean Emeritus and Professor Emeritus, April, 1999 1994
The John E. Anderson Graduate
School of Management, University
of California, Los Angeles.
Previous positions: Acting Dean,
Hong Kong University of Science
and Technology;
Dean, John E. Anderson Graduate School
of Management.
Director of: Eli Lilly and Company;
Rockwell International Corporation;
Jacobs Engineering Group Inc.;
The BlackRock Funds; Imperial Credit
Industries, Inc.; Motor Cargo Industries, Inc.;
Payden & Rygel Investment Trust; Provident
Investment Counsel Mutual Funds.
Robert W. Mahoney 61, Chairman of the Board and April, 1999 1992
Chief Executive Officer of Diebold,
Incorporated, a company specializing in the
automation of self-service transactions,
security products, software and service for
its products.
Previous position: President and Chief
Executive Officer of Diebold, Incorporated.
Director of: Diebold, Incorporated; Sherwin-
Williams Co.
Jay A. Precourt 60, Vice Chairman and Chief April, 1999 1996
Executive Officer of Tejas Gas, LLC,
an intrastate gatherer, transporter and
marketer of natural gas.
Chairman of Coral Energy L.P., a
marketer of electricity and natural gas.
Director of: Dresser Industries, Inc.;
Founders Funds, Inc.
John M. Timken, Jr. 46, Private Investor. April, 2000 1986
W. R. Timken, Jr. 59, Chairman, President and CEO. April, 2000 1965
Previous position: Chairman - Board
of Directors.
Director of: Diebold, Incorporated;
Aeroquip-Vickers, Inc.
Joseph F. Toot, Jr. 62, Retired President and Chief Executive April, 1999 1968
Officer of The Timken Company.
Director of: Rockwell International
Corporation.
</TABLE>
-5-
<PAGE> 8
<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST FIVE YEARS; TERM CONTINUOUSLY
NAME OF DIRECTOR DIRECTORSHIPS OF PUBLICLY HELD COMPANIES EXPIRES SINCE
- ---------------- ---------------------------------------- ------- -----
<S> <C> <C> <C>
Alton W. Whitehouse 70, Retired Chairman and Chief April, 2000 1986
Executive Officer of The Standard
Oil Company, a producer principally
of domestic oil and natural gas.
Director of: Cleveland Cliffs, Inc.
</TABLE>
W. R. Timken, Jr. and Ward J. Timken are brothers and are cousins of John
M. Timken, Jr. The Board of Directors has an Audit Committee and a Compensation
Committee; it does not have a Nominating Committee since the Board as a whole
performs that function. Messrs. J. Clayburn La Force, Jr., Robert W. Mahoney
(Chairman), Jay A. Precourt and John M. Timken, Jr. are the members of the Audit
Committee, which generally monitors the audit of the Company's financial
statements conducted by the auditors of the Company. Messrs. Robert Anderson,
Stanley C. Gault, Martin D. Walker and Alton W. Whitehouse (Chairman) are the
members of the Compensation Committee, which establishes compensation for the
Company's Officers and determines incentive and performance awards. Mr. Anderson
will retire from the Board at the 1998 Annual Meeting. During 1997, there were
eight meetings of the Board of Directors, three meetings of its Audit Committee
and five meetings of its Compensation Committee. All nominees for Director and
all continuing Directors attended 75 percent or more of the meetings of the
Board and its Committees which they were eligible to attend.
Each nonemployee Director who served in 1997 was paid at the annual rate of
$25,000 for services as a Director. Each nonemployee Director serving at the
time of the Annual Meeting of Shareholders on April 15, 1997 received a grant of
200 shares of Common Stock under The Timken Company Long-Term Incentive Plan, as
Amended and Restated, following the meeting, and such Directors will continue to
receive annual grants of Common Stock under the Plan following the Annual
Meeting of Shareholders each year for so long as they continue to serve as
nonemployee Directors. As a result of the 2 for 1 split of the Company's stock
in 1997, this annual grant will be 400 shares, beginning in 1998. Further, under
The Timken Company Long-Term Incentive Plan, as Amended and Restated, Mr. Toot,
as a person who was an employee of the Company and a member of the Board and
continues to be a member of the Board after his retirement as an employee of the
Company, will receive a grant of 400 shares of Common Stock immediately
following the 1998 Annual Meeting, and will continue to receive such annual
grants for so long as he continues to be a nonemployee Director. Upon election
to the Board, a new nonemployee Director receives a grant of 2,000 restricted
shares under The Timken Company Long-Term Incentive Plan, as Amended and
Restated. Members of the Audit Committee and the Compensation Committee received
additional compensation at the rate of $10,000 per year for the Committee
Chairmen and $5,000 per year for each regular Committee member. Any Director may
elect to defer the receipt of all or a certain specified portion of these fees
based upon an Optional Deferment of Directors' Fees Plan. Under this Plan,
amounts deferred by a Director earn interest and are payable to the Director in
a lump sum on the date previously elected by him or in installment payments
beginning when the Director ceases to be a Director. Directors who are employees
of the Company receive no separate fees as Directors of the Company.
-6-
<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table shows, as of January 23, 1998, the beneficial ownership
of Common Stock of the Company by each continuing Director and nominee for
election as a Director, by the retired Chief Executive Officer (who is also a
Director) and the four other most highly compensated Executive Officers during
1997 (one of whom is the current Chief Executive Officer and is also a
Director), and by all continuing Directors, nominees for Director and Officers
as a group. Beneficial ownership of Common Stock has been determined for this
purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934
and is based on the sole or shared power to vote or direct the voting or to
dispose or direct the disposition of Common Stock. Beneficial ownership as
determined in this manner does not necessarily bear on the economic incidents of
ownership of Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK
-------------------------------------------------------------------------------------
SOLE VOTING
OR SHARED VOTING PERCENT
INVESTMENT OR INVESTMENT AGGREGATE OF
NAME POWER POWER AMOUNT CLASS
---------------------------- ------------------ -------------------- -------------------- -------------
<S> <C> <C> <C> <C>
Bill J. Bowling 111,263 (1) 0 111,263 (1) *
Stanley C. Gault 18,000 0 18,000 *
J. Clayburn La Force, Jr. 3,911 0 3,911 *
Robert L. Leibensperger 98,075 (1) 0 98,075 (1) *
Robert W. Mahoney 4,321 0 4,321 *
Jay A. Precourt 4,400 0 4,400 *
Thomas W. Strouble 51,915 (1) 200 52,115 (1) *
John M. Timken, Jr. 645,302 (2) 272,210 (3) 917,512 (2) (3) 1.5
Ward J. Timken 357,023 (1) 6,452,127 (3) 6,809,150 (1) (3) 10.9
W. R. Timken, Jr. 261,381 (1) 7,382,292 (1)(3) 7,643,673 (1) (3) 12.2
Joseph F. Toot, Jr. 556,669 (1) 200 556,869 (1) *
Martin D. Walker 5,045 0 5,045 *
Charles H. West 229,361 (1) 650 230,011 (1) *
Alton W. Whitehouse 10,000 0 10,000 *
All Directors, Nominees 2,748,970 (1) 7,580,631 (1) 10,329,601 (1) 16.2
for Director and Officers
as a Group (4)
<FN>
* Percent of class is less than 1%.
</TABLE>
-7-
<PAGE> 10
[FN]
(1) Includes shares which the individual or group named in the table
has the right to acquire, on or before March 24, 1998, through
the exercise of stock options pursuant to the 1985 Incentive
Plan and the Long-Term Incentive Plan, as Amended and Restated,
as follows: Bill J. Bowling - 73,600; Robert L. Leibensperger -
49,100; Thomas W. Strouble - 23,550; Ward J. Timken - 0; W. R.
Timken, Jr. - 100,050; Joseph F. Toot, Jr. - 480,000; Charles H.
West - 153,600; all Directors, Nominees and Officers as a Group
- 967,850. Such shares have been treated as outstanding for the
purpose of calculating the percentage of the class beneficially
owned by such individual or group, but not for the purpose of
calculating the percentage of the class owned by any other
person.
(2) Includes 312,550 shares for which John M. Timken, Jr. has sole
voting and investment power as executor of the estate of Susan
H. Timken.
(3) Includes shares for which another individual named in the table
is also deemed to be the beneficial owner, as follows: John M.
Timken, Jr. - 259,750; Ward J. Timken - 6,267,956; W. R. Timken,
Jr. - 6,527,706.
(4) The number of shares beneficially owned by all Directors,
nominees for Directors and Officers as a group has been
calculated to eliminate duplication of beneficial ownership.
Members of the Timken family, including Messrs. John M. Timken, Jr., Ward
J. Timken and W. R. Timken, Jr., have in the aggregate sole or shared voting
power with respect to at least an aggregate of 11,624,202 shares (18.5%) of
Common Stock, which amount includes 100,050 shares that members of the Timken
family have the right to acquire, on or before March 24, 1998, as set forth in
footnote (1) above. The members of the Timken family identified in the table are
not deemed to be the beneficial owners of all such shares. The Timken Foundation
of Canton, 236 Third Street, S.W., Canton, Ohio 44702, holds 5,247,944 of these
shares, representing 8.4% of the outstanding Common Stock. Messrs. Ward J.
Timken, W. R. Timken, Jr. and Don D. Dickes are trustees of the Foundation and
share the voting and investment power.
Participants in the Company's Savings and Investment Pension Plan have
voting power over an aggregate of 5,825,282 shares (9.3%) of Common Stock of the
Company.
-8-
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning 1995, 1996 and 1997
compensation for the Company's Chief Executive Officer and the four other most
highly compensated Executive Officers who were Executive Officers during 1997.
Joseph F. Toot, Jr. retired effective December 31, 1997. On January 1, 1998, W.
R. Timken, Jr. assumed new responsibilities as Chairman, President and Chief
Executive Officer. Robert L. Leibensperger became Executive Vice President,
Chief Operating Officer and President - Bearings and Bill J. Bowling became
Executive Vice President, Chief Operating Officer and President - Steel.
<TABLE>
<CAPTION>
- -------------------------------- --------- ----------------------- ------------------------------------- -----------
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------ ---------- -------------------------------------
AWARDS
-------------------------------------
(A) (B) (C)
RESTRICTED SECURITIES ALL
STOCK UNDERLYING OTHER
NAME AND SALARY BONUS AWARD(S) OPTIONS COMP
PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. (D) 1997 805,450 600,000 341,620 50,000 56,733
President and 1996 693,902 500,000 298,948 62,000 51,285
Chief Executive Officer 1995 626,826 421,000 254,856 56,000 45,670
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
W. R. Timken, Jr. 1997 683,333 600,000 184,236 80,000 50,569
Chairman - Board of 1996 619,631 416,000 116,396 62,000 45,799
Directors 1995 560,577 376,000 71,197 56,000 40,829
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
Robert L. Leibensperger 1997 415,000 294,000 95,651 50,000 29,716
Executive Vice President 1996 398,333 231,000 77,875 30,000 27,707
and President - Bearings 1995 344,936 204,000 68,523 24,000 21,387
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
Bill J. Bowling 1997 300,000 250,000 97,944 40,000 21,942
Executive Vice President 1996 279,500 177,000 69,959 26,000 17,572
and President - Steel 1995 212,697 102,500 54,641 9,400 13,142
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
Thomas W. Strouble 1997 280,000 185,000 47,287 22,000 19,090
Vice President - 1996 266,667 135,000 37,405 18,000 17,465
Technology 1995 246,582 113,000 26,614 14,000 14,793
- -------------------------------- --------- ------------ ---------- ------------------ ------------------ -----------
<FN>
(A) The amounts shown are dividend equivalents earned as described in footnote
A of the Option Grants in Last Fiscal Year Table. Dividend equivalents are
not traditional restricted stock but deferred shares with no voting rights
or statutory dividend rights. The deferred shares are subject to forfeiture
until issued to the optionee, which occurs after 4 years provided the
optionee remains in the continuous employ of the Company or a subsidiary
and does not choose to defer issuance to a later date under the Company's
Deferred Compensation Plan. In addition, they may vest earlier than 4 years
in the event of retirement, disability or death. The dollar value of the
deferred shares earned is equal to the total amount per share of cash
dividends paid on outstanding Common Shares during the calendar year 1997
multiplied by the number of Common Shares subject to outstanding options
plus unvested deferred shares. In 1997, the total cash dividend paid on
outstanding Common Shares was $.66 per share. The numbers of deferred
shares earned in 1997 were as follows: Mr. Toot: 9,991 shares; Mr. Timken:
5,388 shares; Mr. Leibensperger: 2,797 shares; Mr. Bowling: 2,864 shares
and Mr. Strouble: 1,383 shares.
(B) As adjusted for stock split effective May 30, 1997.
-9-
<PAGE> 12
(C) The amounts shown in this column for 1997 have been derived as follows:
Mr. Toot:
---------
$7,600 annual Company contribution to the Savings and Investment
Pension Plan (SIP Plan). $49,133 annual Company contribution to the Post
Tax Savings and Investment Pension Plan (Post Tax SIP Plan).
Mr. Timken:
-----------
$7,600 annual Company contribution to the SIP Plan.
$42,969 annual Company contribution to the Post Tax SIP Plan.
Mr. Leibensperger:
------------------
$7,600 annual Company contribution to the SIP Plan.
$22,116 annual Company contribution to the Post Tax SIP Plan.
Mr. Bowling:
------------
$7,600 annual Company contribution to the SIP Plan.
$14,342 annual Company contribution to the Post Tax SIP Plan.
Mr. Strouble:
-------------
$7,600 annual Company contribution to the SIP Plan.
$11,490 annual Company contribution to the Post Tax SIP Plan.
(D) The salary amount shown for 1997 includes a payment of $72,117 for 1998
accrued vacation payable upon his retirement on December 31, 1997. Mr. Toot
has entered into a consulting agreement with the company for a period of 3
years commencing January 1, 1998 following his retirement from the company.
The agreement provides that Mr. Toot will render consulting services
averaging approximately 1 week per month for $180,000 per year. The Company
will also reimburse him for expenses incurred in the performance of
consulting services and provide an on-site office, secretarial services
and, subject to availability, use of Company aircraft when required in
connection with performing services under the agreement. Mr. Toot has also
agreed to refrain from providing consulting services to any third party
that is a direct competitor of the Company during the term of the agreement
and for 3 years after it terminates. Either party may terminate the
agreement upon 60 days' notice.
</TABLE>
-10-
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock option grants
made to the individuals named in the Summary Compensation Table during 1997
pursuant to The Timken Company Long-Term Incentive Plan, as Amended and
Restated.
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------- -----
PERCENT
(A) OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE (B)
UNDERLYING EMPLOYEES OR BASE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME GRANTED YEAR ($/SHARE) DATE ($)
- --------------------- ------- ---------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. 50,000 6.6% $26.4375 April 15, 2007 $351,500
W. R. Timken, Jr. 80,000 10.5% $26.4375 April 15, 2007 562,400
Robert L. Leibensperger 50,000 6.6% $26.4375 April 15, 2007 351,500
Bill J. Bowling 40,000 5.2% $26.4375 April 15, 2007 281,200
Thomas W. Strouble 22,000 2.9% $26.4375 April 15, 2007 154,660
<FN>
(A) As adjusted for stock split effective May 30, 1997. Options granted in 1997
are exercisable starting 12 months after the date granted, with 25% of the
options covered thereby becoming exercisable at that time and with an
additional 25% becoming exercisable on each successive anniversary date.
The options granted in 1997 provide for the crediting to the optionee of
dividend equivalents (amounts equal to the dividends paid on common stock)
payable in the form of Company Common Stock or cash, but only when total
net income per share of the outstanding Common Stock is at least two and
one half times the total amount of cash dividends paid per share during the
calendar year. The agreements pertaining to these options also provide that
such options will become exercisable in full in the event of a change in
control, as defined in such agreements, of the Company. If, following a
change in control, the optionee's employment is terminated, all dividend
equivalents are also vested.
For additional information about dividend equivalents, refer to Footnote A
of the Summary Compensation Table.
(B) The rules on executive compensation disclosure issued by the Securities and
Exchange Commission authorize the use of variations of the Black-Scholes
option pricing model in valuing executive stock options. The Company used
this model to estimate grant date present value. In applying this model,
basic assumptions were made concerning variables such as expected option
term, interest rates, stock price volatility and future dividend yield, to
establish an initial option value. The initial option value was then
reduced to reflect vesting restrictions. This adjustment was accomplished
by discounting the initial option value to reflect estimates of annual
executive turnover and the average vesting period. There is, of course, no
assurance that the value actually realized by an executive will be at or
near the estimated value, for the actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised.
The following assumptions were used in establishing the initial option
value: (a) an option term of 8 years, which is the expected life of the
option based on historical experience of stock option exercises by
executives at the Company; (b) an interest rate of 6.90%, which is the
interest rate for an 8-year treasury bond on April 15, 1997; (c) volatility
of .2345 calculated using the quarter ending stock prices for 5 years prior
to the grant date; and (d) dividend yield of 3.13%, the average amount paid
annually, over the 5 years prior to grant date. The following assumptions
were used to discount the initial value for vesting restrictions: (a)
discount factor of 3% per year, the estimated annual turnover for
executives excluding retirement, and (b) an average vesting period of 2.5
years.
</TABLE>
-11-
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to stock option
grants for the individuals named in the Summary Compensation Table under The
1985 Incentive Plan of The Timken Company or The Timken Company Long-Term
Incentive Plan, as Amended and Restated.
<TABLE>
<CAPTION>
(A) (B) (C) (D)
Shares Number of Securities Value of
Acquired Value Underlying Options In-The-Money Options
On Exercise Realized At Fiscal Year-End At Fiscal Year-End
(#) ($) (#) ($)
--- --- ------------------------------ -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ---------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. (E) 43,754 $460,782 480,000 0 $7,777,313 0
W. R. Timken, Jr. 0 0 100,050 167,000 1,633,497 1,860,844
Robert L. Leibensperger 36,200 535,906 49,100 87,700 774,994 916,956
Bill J. Bowling 11,296 182,461 73,600 66,200 1,390,362 665,575
Thomas W. Strouble 13,800 161,081 23,550 44,250 480,626 382,625
(A) As adjusted for stock split effective May 30, 1997.
(B) The value realized on the exercise of options is based on the difference
between the exercise price and the fair market value of the Company's
Common Stock on the date of exercise.
(C) As adjusted for stock split effective May 30, 1997.
(D) Based on the difference between the exercise price and the closing stock
price on the New York Stock Exchange at year end.
(E) In connection with Mr. Toot's retirement effective December 31, 1997, the
Compensation Committee at its December meeting, pursuant to similar actions
taken in the case of other retiring officers, amended the terms of certain
of his options so that unexercisable options with respect to 40,500 shares
of stock granted in 1994 and 1995 became exercisable on December 31, 1997
in the same manner as options granted in 1996 and thereafter. 96,500
options had been granted in 1996 and thereafter and they vested upon his
retirement pursuant to the stock option agreements. In addition, as with
other retiring officers, the options granted from 1992 through 1995 were
amended so as to remain exercisable until the earlier of the last day of
the five-year period following Mr. Toot's retirement but no longer than the
expiration of the 10-year term of the Option.
</TABLE>
-12-
<PAGE> 15
PENSION PLAN TABLE
The following table shows the estimated annual retirement benefits for
Executive Officers in the earnings and years of service combinations indicated.
Amounts shown in the table are developed assuming retirement at age 62 and Final
Average Earnings equal to Remuneration in 1997.
<TABLE>
<CAPTION>
YEARS OF SERVICE (A) (B)
--------------------------------------------
REMUNERATION (C) 30 35 40
---------------- ------- -------- -------
<S> <C> <C> <C>
$ 500,000 275,625 321,563 367,500
600,000 330,750 385,875 441,000
700,000 385,875 450,188 514,500
800,000 441,000 514,500 588,000
900,000 496,125 578,813 661,500
1,000,000 551,250 643,125 735,000
1,100,000 606,375 707,438 808,500
1,200,000 661,500 771,750 882,000
1,300,000 716,625 836,063 955,500
1,400,000 771,750 900,375 1,029,000
1,500,000 826,875 964,688 1,102,500
1,600,000 882,000 1,029,000 1,176,000
1,700,000 937,125 1,093,313 1,249,500
<FN>
(A) Amounts in this section of the table have been developed in accordance with
the provisions of the retirement plan and individual agreements based upon
a straight life annuity, not under any of the various survivor options and
before adjustment for Social Security benefits (officers' benefits are
subject to Social Security offsets). These amounts have been determined
without regard to the maximum benefit limitations for defined benefit plans
and the limitations on compensation imposed by the Internal Revenue Code of
1986, as amended. The Board of Directors has authorized a supplemental
retirement plan and individual agreements that direct the payment out of
general funds of the Company of any benefits calculated under the
provisions of the applicable retirement plan that may exceed these limits.
(B) The years of company service as of December 31, 1997, for the individuals
listed in the Summary Compensation Table are 35 for Mr. Toot, 35 for Mr.
Timken, 37 for Mr. Leibensperger, 32 for Mr. Bowling and 41 for Mr.
Strouble. There is no incremental benefit level for years of service in
excess of 40.
(C) Plan benefits are based upon average earnings, including any cash bonus
plan awards for the highest five consecutive years of the ten years
preceding retirement ("Final Average Earnings"). For the years prior to
1994, only fifty percent of any cash bonus plan award is included in the
calculation of average earnings.
</TABLE>
-13-
<PAGE> 16
CHANGE IN CONTROL SEVERANCE AGREEMENTS
The Company is a party to Severance Agreements with 13 of its senior
executives (including the executive officers named in the Summary Compensation
Table). Under these Agreements, when certain events occur, such as a reduction
in the individual's responsibilities or termination of the individual's
employment, following a change in control of the Company (as defined in the
Agreements), the individual will be entitled to receive payment in an amount,
grossed up for any excise taxes payable by the individual, equal to three times
the individual's annual base salary and highest annual incentive compensation
during the past three years plus a lump sum amount representing a supplemental
pension benefit. The individual would also receive certain benefits under the
SIP Plan and the Post Tax SIP Plan. The Severance Agreements also permit the
individual to resign for any reason or without reason during the 30-day period
immediately following the first anniversary of the first occurrence of a change
in control and receive the severance benefits. The amounts payable under these
Severance Agreements are secured by a trust arrangement.
CHANGE IN CONTROL SEVERANCE PAY PLAN
The Company has implemented a Severance Pay Plan covering approximately 90
key associates (other than those that are party to Severance Agreements). Under
the Severance Pay Plan, an individual whose employment is terminated following a
change in control (as defined in the Plan) may be entitled to receive payment in
an amount equal to 150% to 200% of the individual's annual base salary
(depending upon length of service), grossed up for any excise taxes payable by
the individual, and may also have certain benefits continued for a period of six
months. The Company has created a trust arrangement to provide funds for the
enforcement of the Severance Pay Plan.
-14-
<PAGE> 17
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors is
composed of Robert Anderson, Stanley C. Gault, Martin D. Walker and Alton W.
Whitehouse, Chairman. Mr. Anderson will retire from the Board at the 1998 Annual
Meeting. No member of the Committee is a former or current officer or employee
of the Company or of any of its subsidiaries.
COMPENSATION PHILOSOPHY
The Company's compensation philosophy focuses on both short and long-term
incentive programs that, when added to base salary, provide a total compensation
package that will enable the Company to attract and retain superior quality
executive officers. This approach is intended to enhance Company performance and
shareholder value by tying in closely the financial interests of executive
officers and senior managers with those of shareholders. Specifically, the
Committee's philosophy includes these three primary ingredients:
- Provide sufficient opportunity in total direct compensation that
enables the Company to attract, retain and motivate superior quality
executive management.
- Establish base salaries for executive management based upon market
data from a related group of companies.
- Link the financial interests of executive management with those of
shareholders, with short and long-term incentive plans tied to
corporate, business unit and individual performance.
The Company, with the Committee's guidance and approval, has developed a
compensation program based on this philosophy for executive officers, including
the Chief Executive Officer and the other named executive officers. This program
has three components: base salary, performance bonus and long-term incentives.
Base salaries, on average, have been administered at the market median. The
Company relies on its performance bonus and long-term incentive awards, tied
directly to individual, business unit and corporate performance, to provide
total direct compensation at the desired level. The Committee determines
specific compensation actions for the Chief Executive Officer and considers and
acts upon recommendations made by the Chief Executive Officer regarding
compensation of other executive officers and key associates.
In 1997, the Company conducted a review of total direct compensation paid
by companies having, in general, net sales from $1-6 billion dollars and which
are comparable for compensation purposes. Total direct compensation includes
base salary, performance bonus and long-term incentives. The Company compared
total direct compensation opportunity provided to executive officers to median
total direct compensation for the selected companies as reported in the 1997
Towers Perrin and Management Compensation Services ("Project 777") executive
compensation surveys. Following completion of this analysis and development of
proposed base salary ranges and target bonus opportunities, an independent
compensation consultant reviewed the findings. The Compensation Committee
approved management's recommendation for revised base salary ranges and target
bonus opportunities for the executive officer positions effective January 1,
1998.
The Compensation Committee has addressed the impact of section 162(m) of
the Internal Revenue Code by approving a policy whereby an executive officer may
enter into an agreement to defer any compensation that exceeds the $1 million
limit and by recommending changes to The Timken Company Long-Term Incentive
Plan, as Amended and Restated, allowing certain grants under the plan to qualify
as performance-based compensation. The policy to defer compensation was adopted
in November 1994 and went into effect beginning with the year 1995. Amounts of
compensation that will be deferred will be credited with interest quarterly at
the prime rate in effect on the last day of the calendar quarter plus 1%. The
Committee believes that this policy will benefit the Company by preserving the
tax deduction for executive compensation while maintaining the ability to use
appropriate discretion in determining annual levels of compensation. Messrs.
Toot and Timken have signed individual agreements to defer any compensation that
exceeds the $1 million limit as defined in section 162(m) of the Internal
Revenue Code. There will be a deferral for
-15-
<PAGE> 18
Messrs. Toot and Timken in regard to their 1997 compensation. The Committee will
continue to monitor the executive compensation program as it is affected by
current and future tax laws.
BASE SALARY
- -----------
Base salary ranges are developed to reflect the varying levels of
responsibility of the Chief Executive Officer and other executive officers. The
current salary ranges are based on external surveys and in consultation with an
independent compensation consultant. Base salary ranges generally are equivalent
to amounts paid to senior managers with comparable responsibilities for the
companies studied. Periodically, the Committee reviews the recommendations of
the Chief Executive Officer and the Vice President - Human Resources & Logistics
and approves, with any modifications it deems appropriate, individual base
salary amounts for executive officers based on individual performance and
position in the salary range.
The companies included in the surveys used to develop base salary ranges
are not the same companies used in the peer group index appearing in the
performance graph. For compensation purposes, the Company uses surveys of
companies of similar size and industry because this is the employment market in
which it competes. The performance graph, on the other hand, employs a peer
index blending the S&P Steel Index and six bearing companies that are direct
competitors of the Company's Bearing Business. Of the six bearing companies,
five are foreign companies. The reason for selecting the companies in the peer
index had no relationship to compensation comparisons, where the Company seeks
to look at other companies of similar size and industry that are more
representative of the employment market for executive management whether or not
they are in the bearing or steel business.
PERFORMANCE BONUS
- -----------------
The Company's Management Performance Plan provides cash bonuses to be paid
to executive officers and senior managers based principally on the achievement
of specific operating performance goals established annually by the Committee
and thereafter approved by the Board.
Management recommends performance goals to the Committee based upon
business plans approved by management and reviewed with the Board of Directors.
In 1997, the Management Performance Plan provided for target bonus
opportunities for executive officers that ranged from 40 to 65 percent of base
salary, though amounts could vary above and below that range depending upon
company and business unit performance (including financial and non-financial
measures) and individual accomplishment. Bonus opportunities for the Chairman of
the Board and the Chief Executive Officer were based upon the attainment of
corporate goals and individual performance, with bonus opportunities for the
other executive officers based on a combination of corporate, business unit and
individual performance. The Company requires a minimum level of earnings to fund
any bonuses.
The Plan's primary performance measurement is Return on Invested Capital
defined as Earnings Before Interest and Taxes as a percentage of Beginning
Invested Capital (EBIT/BIC). This measure is closely correlated with the
creation of shareholder value and is the major measure from which the bonus pool
is derived. In addition, for 1997 specific goals were established for three
additional key measures all aligned with the creation of shareholder and
customer value. The measures were achievement of Business Plan targets for Sales
Growth, achievement of Business Plan targets for Inventory Days, and achievement
of Customer Satisfaction goals.
Record sales and earnings were again achieved for the year. Also EBIT/BIC
was at the highest level over the last 15 years. To determine individual bonus
payments, accomplishments of specific EBIT/BIC targets at the corporate and
business unit levels were considered. In addition, discretionary adjustments
were made by the Committee for achievements in the other key areas mentioned
above. Finally, the bonus amounts were adjusted to reflect individual
performance of the participants. This resulted in cash bonus payments for the
executive officers that ranged from 42% to 86% of base salary in effect on
November 1, 1997.
-16-
<PAGE> 19
At its December meeting, the Board approved the goals set by the Committee
for the Management Performance Plan for 1998. In addition to corporate and
business unit EBIT/BIC goals, added emphasis will be placed on growth and the
key measure will be profitable sales growth. In addition, other key areas will
be to achieve monthly business plan targets for inventory days and customer
satisfaction goals. Target bonus opportunity for executive officers in 1998 will
range from 40 to 70 percent of base salary. The target bonus may be adjusted for
achievement of the specific EBIT/BIC and profitable sales growth goals and
discretionary adjustments may be made by the Committee for the achievement of
the other key performance targets.
LONG-TERM INCENTIVES
- --------------------
The Committee administers the Company's Long-Term Incentive Plan, as
Amended and Restated, which was approved by shareholders effective April 16,
1996. The number of shares that may be issued or transferred under the Plan may
not exceed in the aggregate 5,800,000 shares of Common Stock (adjusted for the
stock split effective May 30, 1997). Although awards under the Plan can be made
in the form of non-qualified stock options, incentive stock options,
appreciation rights, performance shares or performance units, restricted shares
and deferred shares, the Committee has chosen to primarily grant non-qualified
stock options. The option price per common share must be equal to or greater
than the market value per share on the date of the grant. For grants to
executive officers and the Chief Executive Officer, the Committee has granted
non-qualified stock options with an option price at market value on the date of
grant. The use of non-qualified stock options enables executive officers and
other participants to gain value if the Company's shareholders gain value.
Moreover, this Plan provides a mechanism for incentives to participants even in
years when no payout is made under the Management Performance Plan. Deferred
shares or restricted shares have not been granted to executive officers except
when the individual has been hired into the position from outside the Company.
Awards under the Long-Term Incentive Plan, as Amended and Restated, are
considered annually. On April 15, 1997, the Committee approved a grant of
non-qualified stock options for the executive officers and other key associates.
The initial dollar value for each participant's grant was determined by
multiplying the midpoint of their salary range by a position level multiple that
ranged from .41 to 2.16. The position level multiples were derived from data on
similar-sized companies comparable for compensation purposes as reported in the
Towers Perrin Long-Term Incentive Survey compiled in 1996. The number of stock
options to grant was calculated by multiplying each participant's salary range
midpoint by the position level multiple and then dividing by the present value
of the Company's stock options including dividend credits. The present value of
the option was based on achieving a 12% growth in stock price and a 5% growth in
dividend yield per year and was adjusted to reflect vesting RESTRICTIONS. After
this initial determination, management reviewed and revised as necessary the
size of the proposed grant based on individual performance. The Chief Executive
Officer and the Vice President - Human Resources and Logistics presented the
recommended grants to the Committee. The Committee reviewed and, after making
certain adjustments, approved the long-term incentive grants considering the
formula, individual performance and the number of shares allocated to the Plan.
To drive the achievement of higher levels of earnings, the Long-Term
Incentive Plan, as Amended and Restated, has a dividend feature that provides
additional compensation only when the Company achieves a specified level of
earnings. This feature entitles each participant in the Plan to receive dividend
equivalents payable in Common Shares on a deferred basis (called Deferred
Dividend Shares) or cash. The dividend equivalent is calculated by multiplying
the cash dividend per share paid during the year earned times the number of
unexercised stock options plus any unvested Deferred Dividend Shares previously
earned on currently unexercised options held by each participant. The product is
divided by the average closing price of the Company's Common Stock as reported
on the New York Stock Exchange for the 10 days preceding December 31 to
establish the number of Deferred Dividend Shares that are credited to each
participant. Unexercised stock options and unvested Deferred Dividend Shares
awarded to active participants prior to 1996 will earn dividend credits if net
income per share for the year exceeds 200 percent of the total amount of cash
dividends per share during the year. Unexercised stock options and unvested
Deferred Dividend Shares awarded to active participants after 1995 will earn
dividend credits if net income per share for the year exceeds 250 percent of the
total amount of cash dividends per share during the year. In no event may any
participant in any period of one calendar year earn Deferred Dividend Shares
with a value in excess of
-17-
<PAGE> 20
$750,000. The Deferred Dividend Shares vest 4 years from the date of grant if
the associate is still in the employ of the Company and does not choose to defer
them under the Company's Deferred Compensation Plan. The Deferred Dividend
Shares may vest earlier than 4 years in the event of retirement, disability or
death. The total number of Deferred Dividend Shares granted for 1997 was 57,711.
A special grant of performance shares has been approved by the committee to
be effective January 1, 1998. Specific targets for share price growth over a
three year period (1998-2000) will be rewarded. Awards can be paid annually in
cash if specific annual targets are achieved during each of the three years.
These grants were made to the new Chief Executive Officer and the two chief
operating officers on January 1, 1998.
Share ownership requirements have been established for executive officers
and other key executives. These guidelines recommend a specific level of
ownership ranging from one to three times salary be achieved within five years
(seven years can be used for some exceptional circumstances) of the effective
date of the guidelines.
CHIEF EXECUTIVE OFFICER COMPENSATION
- ------------------------------------
The Chief Executive Officer's compensation is based upon the same factors
previously discussed with regard to the executive officer compensation
philosophy. The components making up his compensation include base salary,
performance bonus and long-term incentives. The base salary range for the Chief
Executive Officer is determined using survey data in the same manner as for
other executive officers. Effective May 1, 1997 Mr. Toot's base salary was
increased 7 percent. Mr. Toot's prior base salary increase was on February 1,
1996 in the amount of 12%.
The Chief Executive Officer's compensation is related to the Company's
performance through the Management Performance Plan and the Long-Term Incentive
Plan, as Amended and Restated. The methodology used to calculate Mr. Toot's
compensation under either plan is the same as for other executive officers.
The Company's overall performance, as well as its performance with regard
to Business Plan targets for Sales Growth, achievement of Business Plan targets
for Inventory Days, and achievement of Customer Satisfaction goals, resulted in
a 1997 performance bonus of $600,000 for Mr. Toot.
On April 15, 1997, Mr. Toot, along with the other executive officers,
received non-qualified stock options pursuant to the provisions of The Timken
Company Long-Term Incentive Plan, as Amended and Restated, approved by
shareholders on April 16, 1996. Mr. Toot received non-qualified stock options
for 50,000 shares as a result of the 1997 grant.
The Company's earnings performance in 1997 exceeded the threshold necessary
to award dividend credits. As a result, on December 31, 1997, Mr. Toot, along
with the other executive officers, was credited with Deferred Dividend Shares
representing 9,991 shares which will vest on February 6, 1998.
The Committee was pleased with Mr. Toot's leadership under which the
company has achieved outstanding operating results and numerous strategic
objectives.
For the fourth year in a row, sales have grown to record levels totaling
2.6 billion dollars for 1997. After-tax earnings of $171 million were also at
record levels. The Company's return on invested capital, as measured by
EBIT/BIC, was 16.1% compared to 15.2% in 1996. Earnings per share were $2.73 in
1997, a 24% increase over the $2.21 per share in 1996 (as adjusted for the stock
split effective May 30, 1997).
Mr. Toot has successfully led the company's strong performance in its
existing businesses. Ongoing continuous improvement efforts have had significant
impact on operating results more than meeting the original targets of $200
million in annual manufacturing cost savings based on 1993 volume levels. In
addition, he led the company's growth initiatives of entering new markets,
increasing penetration in existing markets and focusing on new areas of business
activity. The Company's scope has been broadened under Mr. Toot's leadership
from manufacturing to initiatives that focus on related value-added services in
-18-
<PAGE> 21
rebuilding, repair and distribution. In addition to ten acquisitions and
affiliations over the past three years, the company has expanded its
reconditioning operations for railroad bearings to two locations outside the
United States. Investments are also being made in existing facilities in the
United States with the construction of a new rolling mill and expansions at the
Asheboro and Gaffney bearing plants. New product development and introduction is
at unprecedented levels in both the Bearing and Steel businesses.
During the 1990s, Mr. Toot's leadership led to increasingly strong
financial performance. The Company's five-year cumulative total return of 197%
continues to lead other bearing and steel companies as reported in the peer
index and for the last five years has exceeded or closely matched the cumulative
return represented by the S&P 500 index. Total shareholder return for 1997 was
53%, the highest in 22 years.
Compensation Committee
Alton W. Whitehouse, Chairman
Robert Anderson
Stanley C. Gault
Martin D. Walker
-19-
<PAGE> 22
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG TIMKEN COMPANY, S&P 500 & PEER INDEX**
Assumes $100 invested on January 1, 1993, in Timken Company Common Stock, S&P
500 Index and Peer Index.
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
TIMKEN COMPANY $130.96 $141.31 $157.61 $193.94 $297.46
S&P 500 110.01 111.45 153.20 188.37 251.21
70% BEARING/30% STEEL 127.63 155.54 149.25 151.96 119.44
</TABLE>
The line graph compares the cumulative total shareholder returns over five years
for The Timken Company, the S&P 500 Stock Index, and a peer index that
proportionally reflects The Timken Company's two businesses. The S&P Steel Index
(see note 1) comprises 30% of the peer index and the remaining 70% is a self
constructed bearing index that consists of six companies (see note 2). These six
companies are Kaydon, FAG, Koyo, NSK, NTN and SKF. The last five are non-US
bearing companies that are based in Germany, Japan and Sweden. The total returns
for these markets equivalent to the S&P 500 Index were $265.70, $103.94 and
$385.72, respectively, with a $100 investment over five years.
Note 1: In prior years, the Dow Jones Steel Index was used. Seven of the
eight companies in the Dow Jones Steel Index comprise the S&P Steel
Index. The returns have been very similar for these indices; for the
five years ending 12/31/96 the total value of a $100 investment is
$138.27 for the S&P Steel Index and $138.02 for the Dow Jones Steel
Index.
Note 2: In prior years, the bearing index contained seven companies. In
mid-1996 the seventh company, Brenco, was acquired by another company
not included in the index. Brenco's weighting in the bearing index in
1996, based upon market capitalization, was only 0.9%. All years before
1997 still include the Brenco shareholder returns in the calculations.
-20-
<PAGE> 23
AUDITORS
The independent accounting firm of Ernst & Young LLP has acted as the
Company's auditor for many years and has been selected as the auditor for the
current year. Representatives of that firm are expected to be present at the
Annual Meeting and will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
GENERAL
On the record date of February 20, 1998, there were outstanding 62,520,736
shares of Common Stock, each entitled to one vote upon all matters presented to
the meeting.
The enclosed proxy is solicited by the Board of Directors, and the entire
cost of solicitation will be paid by the Company. In addition to solicitation by
mail, Officers and regular employees of the Company, without extra remuneration,
may solicit the return of proxies by telephone, telegraph, facsimile, personal
contact or other means of communication. Brokerage houses, nominees, fiduciaries
and other custodians will be requested to forward soliciting material to the
beneficial owners of shares held of record by them and will be reimbursed for
their expenses. The Company has retained Georgeson & Co. to assist in the
solicitation of proxies for a fee not to exceed $9,500, plus reasonable
out-of-pocket expenses.
Shares represented by properly executed proxies will be voted at the
meeting in accordance with the shareholders' instructions. In the absence of
specific instructions, the shares will be voted for the election of Directors as
indicated under Item No. 1.
You may, without affecting any vote previously taken, revoke your proxy by
a later dated proxy received by the Company, or by giving notice to the Company
either in writing or at the meeting.
First Chicago Trust Company of New York will be responsible for tabulating
the results of shareholder voting. First Chicago will submit a total vote only,
keeping all individual votes confidential. Representatives of First Chicago will
serve as inspectors of election for the Annual Meeting. Under Ohio law and the
Company's Amended Articles of Incorporation and Amended Regulations, properly
executed proxies marked "abstain" will be counted for purposes of determining
whether a quorum has been achieved at the Annual Meeting, but proxies
representing shares held in "street name" by brokers that are not voted will not
be counted for quorum purposes. Such abstentions and "broker non-votes" will not
be counted in the election of Directors.
AFTER APRIL 1, 1998, THE COMPANY WILL FURNISH TO EACH SHAREHOLDER, UPON
WRITTEN REQUEST AND WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS SHOULD BE ADDRESSED TO SCOTT A. SCHERFF, DIRECTOR - LEGAL SERVICES AND
ASSISTANT SECRETARY, THE TIMKEN COMPANY, 1835 DUEBER AVENUE, S.W. - GNE-01,
CANTON, OHIO 44706-2798.
-21-
<PAGE> 24
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints W.R. Timken, Jr., Robert L. Leibensperger, Bill
J. Bowling, and Larry R. Brown, and each of them, as true and lawful
P proxies, with full power of substitution, to vote and act for the
R undersigned at the Annual Meeting of Shareholders of THE TIMKEN COMPANY to
O be held at 1835 Dueber Avenue, S.W., Canton, Ohio, on April 21, 1998, at
X 10:00 A.M., and at any adjournment thereof, as fully as the undersigned
Y could vote and act if personally present on the matters set forth on the
reverse hereof, and, in their discretion on such other matters as may
properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND MAIL IN THE
ENCLOSED ENVELOPE.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office building.
NOTE: If your shares are held in street name, please bring a letter with you
from your broker stating as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 25
[X] PLEASE MARK YOUR 2037
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY
THE BOARD OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- -----------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- -----------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
---------------------------------------------------
- ---------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
----------------------------------------
Signature(s) of Shareholder(s) Date
----------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 26
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE OH&R
INVESTMENT PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 27
[X] PLEASE MARK YOUR 0707
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 28
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE TIMKEN
COMPANY - LATROBE STEEL COMPANY SAVINGS AND INVESTMENT PENSION PLAN AND
MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[Map of Major routes to the Timken Company]
<PAGE> 29
0712
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 30
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE TIMKEN
COMPANY VOLUNTARY INVESTMENT PENSION PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 31
0717
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 32
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE TIMKEN
COMPANY HOURLY PENSION INVESTMENT PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 33
0746
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 34
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE LATROBE
STEEL COMPANY VOLUNTARY INVESTMENT PROGRAM AND MAIL IN THE ENCLOSED
ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[MAP OF MAJOR ROUTES TO THE TIMKEN COMPANY]
<PAGE> 35
0754
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 36
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs American Express Trust Company to appoint W. R.
Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
P and each of them, as true and lawful proxies, with full power of
R substitution, to vote and act for the undersigned at the Annual Meeting of
O Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
X Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
Y thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE MPB
CORPORATION EMPLOYEES SAVINGS PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 37
0760
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 38
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs Godwins (Trustees) Limited, and/or any successor
in trust, to appoint W. R. Timken, Jr., Robert L. Leibensperger, Bill J.
P Bowling, and Larry R. Brown, and each of them, as true and lawful proxies,
R with full power of substitution, to vote and act for the undersigned at the
O Annual Meeting of Shareholders of THE TIMKEN COMPANY to be held at 1835
X Dueber Avenue, S.W., Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at
Y any adjournment thereof, as fully as the undersigned could vote and act if
personally present on the matters set forth on the reverse hereof, and, in
their discretion on such other matters as may properly come before the
meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE TIMKEN
EUROPEAN STOCK OWNERSHIP PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
-------------
SEE REVERSE
SIDE
-------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office
building.
NOTE: If your shares are held in street name, please
bring a letter with you from your broker stating
as such to the annual meeting.
Map of Major routes to The Timken Company]
<PAGE> 39
6978
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- ------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
--------------------------------------------------
- ------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
--------------------------------------------
Signature(s) of Shareholder(s) Date
--------------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 40
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs Banque Nationale de Paris, to appoint W.R.
P Timken, Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown,
R and each of them, as true and lawful proxies, with full power of
O substitution, to vote and act for the undersigned at the Annual Meeting of
X Shareholders of THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W.,
Y Canton, Ohio, on April 21, 1998, at 10:00 A.M., and at any adjournment
thereof, as fully as the undersigned could vote and act if personally
present on the matters set forth on the reverse hereof, and, in their
discretion on such other matters as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE PLAN
EUROPEEN D'ACTONARIAT TIMKEN AND MAIL IN THE ENCLOSED ENVELOPE.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office building.
NOTE: If your shares are held in street name, please bring a letter with you
from your broker stating as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 41
6982
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY
THE BOARD OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- -----------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM.
- -----------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
---------------------------------------------------
- ---------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
----------------------------------------
Signature(s) of Shareholder(s) Date
----------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
<PAGE> 42
THE TIMKEN COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs Mutual Life of Canada, to appoint W.R. Timken,
Jr., Robert L. Leibensperger, Bill J. Bowling, and Larry R. Brown, and each
P of them, as true and lawful proxies, with full power of substitution, to
R vote and act for the undersigned at the Annual Meeting of Shareholders of
O THE TIMKEN COMPANY to be held at 1835 Dueber Avenue, S.W., Canton, Ohio, on
X April 21, 1998, at 10:00 A.M., and at any adjournment thereof, as fully as
Y the undersigned could vote and act if personally present on the matters set
forth on the reverse hereof, and, in their discretion on such other matters
as may properly come before the meeting.
ITEM 1. ELECTION OF DIRECTORS.
Elect Ward J. Timken, Martin D. Walker and Charles H. West in Class I for a
term expiring at the 2001 Annual Meeting.
PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE CANADIAN
TIMKEN LIMITED SALARIED ASSOCIATES RETIREMENT SAVINGS PLAN AND MAIL IN THE
ENCLOSED ENVELOPE.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TIMKEN
ANNUAL MEETING
OF
SHAREHOLDERS
April 21, 1998
10:00 a.m.
Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (330) 438-3000
[Map of Corporate Auditorium and Visitor's Parking]
PARKING: Shareholders attending the meeting may
park in the visitor lot behind the Corporate Office building.
NOTE: If your shares are held in street name, please bring a letter with you
from your broker stating as such to the annual meeting.
[Map of Major routes to The Timken Company]
<PAGE> 43
6983
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY
THE BOARD OF DIRECTORS UNLESS OTHERWISE SPECIFIED.
- -----------------------------------------------------------
The board of directors recommends a vote "FOR" this item.
- -----------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
---------------------------------------------------
- ---------------------------------------------------------------
NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
----------------------------------------
Signature(s) of Shareholder(s) Date
----------------------------------------
Signature if held jointly Date
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE TIMKEN COMPANY
CANTON, OHIO
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 21, 1998, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:
1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on February 20,
1998, are the shareholders entitled to notice of and to vote at the meeting.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING. For your convenience, a self-addressed envelope is
enclosed requiring no postage if mailed in the United States.
If you have any questions about the voting procedure, please contact David
Steiner at (330) 471-3376.
LARRY R. BROWN
Senior Vice President and General Counsel
March 6, 1998
YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.
