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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-45891
PRICING SUPPLEMENT
(To Prospectus Supplement dated April 24, 1998
and Prospectus dated April 24, 1998)
$100,000,000
THE TIMKEN COMPANY
6 7/8 % NOTES DUE 2028
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Interest payable August 15 and February 15
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THE TIMKEN COMPANY (THE "COMPANY") IS OFFERING $100,000,000 AGGREGATE PRINCIPAL
AMOUNT OF ITS 6 7/8% NOTES DUE MAY 8, 2028 AS PART OF ITS MEDIUM-TERM NOTES,
SERIES A, DESCRIBED IN THE COMPANY'S PROSPECTUS DATED APRIL 24, 1998, AND ITS
PROSPECTUS SUPPLEMENT DATED APRIL 24, 1998 (THE "NOTES"). INTEREST ON THE NOTES
WILL BE PAYABLE AUGUST 15 AND FEBRUARY 15 OF EACH YEAR, COMMENCING AUGUST 15,
1998. THE NOTES WILL MATURE ON MAY 8, 2028. SEE "DESCRIPTION OF NOTES" IN THE
PROSPECTUS SUPPLEMENT AND "DESCRIPTION OF SECURITIES" IN THE PROSPECTUS.
THE NOTES WILL BE REPRESENTED BY A GLOBAL SECURITY (THE "GLOBAL SECURITY")
REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY TRUST COMPANY, AS
DEPOSITARY. BENEFICIAL INTERESTS IN THE NOTES WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY OR
ITS PARTICIPANTS. EXCEPT AS DESCRIBED UNDER "DESCRIPTION OF NOTES" IN THE
PROSPECTUS SUPPLEMENT, OWNERS OF BENEFICIAL INTERESTS IN THE GLOBAL SECURITY
WILL NOT BE ENTITLED TO RECEIVE PHYSICAL DELIVERY OF THE NOTES IN DEFINITIVE
FORM. SEE "DESCRIPTION OF NOTES" IN THE PROSPECTUS SUPPLEMENT.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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PRICE 99.475% AND ACCRUED INTEREST, IF ANY
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
----------- -------------- -------------
<S> <C> <C> <C>
Per Note................................... 99.475% .875% 98.600%
Total...................................... $99,475,000 $875,000 $98,600,000
</TABLE>
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(1) Plus accrued interest, if any, from May 8, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriters."
(3) Before deducting estimated expenses of $200,000 payable by the Company.
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The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to approval of certain legal matters by Brown &
Wood, LLP, counsel for the Underwriters. It is expected that delivery of the
Notes will be made on or about May 8, 1998 through the book-entry facilities of
the Depository Trust Company, against payment therefor in immediately available
funds.
MORGAN STANLEY DEAN WITTER
KEY CAPITAL MARKETS, INC.
J.P. MORGAN & CO.
NATIONSBANC MONTGOMERY SECURITIES LLC
May 5, 1998
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RECENT DEVELOPMENTS
Latrobe Steel Company, a wholly owned subsidiary of the Company ("Latrobe
Steel"), and the United Steelworkers of America ("the Union") are parties to a
collective bargaining agreement covering approximately 550 employees at Latrobe
Steel's manufacturing facility located in Latrobe, Pennsylvania. Such agreement
expired by its terms on May 3, 1998. No work stoppage at this facility has
occurred to date. Management of Latrobe Steel and representatives of the Union
are presently engaged in negotiations with respect to a new collective
bargaining agreement. Management has submitted a proposal to the Union which is
subject to approval by a vote of the covered employees. Such vote is tentatively
scheduled to occur on May 9, 1998.
In the event of a work stoppage at Latrobe Steel, the Company does not
believe that such a stoppage would have a material adverse effect on the Company
because (i) Latrobe Steel supplies only a small portion of the steel used in the
Company's bearing businesses, all of which is obtainable from third party
suppliers, (ii) the work stoppage would not begin to effect Latrobe Steel's
operating results unless such stoppage extended for a considerable period of
time, and (iii) even assuming an extended work stoppage, sales of Latrobe Steel
products accounted for only approximately 10% of the Company's consolidated net
sales during 1997.
UNDERWRITERS
Subject to the terms and conditions set forth in a terms agreement, dated
May 5, 1998 (including the Distribution Agreement incorporated therein by
reference, the "Terms Agreement"), among the Company, Morgan Stanley & Co.
Incorporated, Key Capital Markets, Inc., J.P. Morgan Securities Inc. and
NationsBanc Montgomery Securities LLC (the "Underwriters"), the Company has
agreed to sell to the Underwriters, and the Underwriters have severally agreed
to purchase, the Notes in the respective principal amounts set forth after their
names below.
<TABLE>
<CAPTION>
NAME PRINCIPAL AMOUNT
- ---- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $ 40,000,000
Key Capital Markets, Inc.................................... 5,000,000
J.P. Morgan Securities Inc.................................. 40,000,000
NationsBanc Montgomery Securities LLC....................... 15,000,000
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Total............................................. $100,000,000
============
</TABLE>
The Terms Agreement provides that the obligations of the Underwriters to
pay for and accept delivery of the Notes are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The Underwriters
are committed to take and pay for all of the Notes if any are taken.
The Underwriters have advised the Company that they propose initially to
offer part of the Notes directly to the public at the public offering price set
forth on the cover page of this Pricing Supplement, and part to certain dealers
at a price which represents a concession not in excess of 0.50% of the principal
amount of the Notes. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of 0.25% of the principal amount of the Notes to
certain other dealers. After the initial offering of the Notes, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Company has agreed to indemnify the Underwriters against certain
liabilities under the Securities Act of 1933, as amended, and to contribute to
payments that the Underwriters may be required to make in respect thereof.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but the Company has been advised by the Underwriters that
they currently intend to make a market in the Notes, as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the Notes and any such market making may be discontinued at any time
at the sole discretion of the Underwriters. Accordingly, no assurance can be
given as to the liquidity of any trading in the Notes.
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In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes. Specifically, the Underwriters may over-allot in connection with the
offering, creating a short position in the Notes for their own account. In
addition, to cover over-allotments or to stabilize the price of the Notes, the
Underwriters may bid for, and purchase, the Notes in the open market. Finally,
the Underwriters may reclaim selling concessions allowed to a dealer for
distributing the Notes in the offering, if the Underwriters repurchase
previously distributed Notes in transactions to cover syndicate short positions,
in stabilization transactions or otherwise. Any of these activities may
stabilize or maintain the market price of the Notes above independent market
levels. The Underwriters are not required to engage in any of these activities
and may end any of these activities at any time.
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