<PAGE> 1
Rule 424(b)(5)
File No. 33-35773
CUSIP No. 88739LBA3
PRICING SUPPLEMENT
(To Prospectus Supplement dated July 24, 1996)
To Prospectus dated July 24, 1996
$10,000,000
The Timken Company
6.74% Fixed Rate Medium-Term Notes, Series A
---------------------------
Interest payable August 15 and February 15
Commencing February 15, 1998
---------------------------
Principal Date of Maturity Fixed Interest Rate
Amount Issue Date Per Annum
--------- ------- -------- -------------------
$10,000,000 1/13/98 1/13/28 6.74%
Price to Public: 100% of principal amount of each Note.
Redemption/Repayment: The Notes are not redeemable prior to their stated
maturity date and are not repayable prior to such
date.
---------------------------------
Morgan Stanley & Co. Incorporated
----------------------------------
January 12, 1998
<PAGE> 2
RECENT DEVELOPMENTS
On December 15, 1997, The Timken Company (the "Company") issued the
following press release:
CANTON, OH, December 15, 1997 - The Timken Company has been
awarded Chrysler Corporation's Platinum Pentastar Award, the most
prestigious award Chrysler can bestow on a supplier, during Dec. 12
ceremonies at the Chrysler Technology Center in Auburn Hills, Mich. The
Platinum Pentastar recognizes every aspect of a company's manufacturing
and service, including quality, technology, cost reduction, delivery
and service.
"It is indeed an honor to win Chrysler's Platinum Pentastar
Award," said Bob Leibensperger, executive vice
president/president-bearings. "This comes after receiving the Chrysler
Role Model Award for Quality the past two years and the Gold Pentastar
the past several years and demonstrates, I believe, that our continuous
improvement efforts are paying dividends."
"This is a great accomplishment for our company and our
associates," said Bill Bowling, executive vice president/president -
steel. "The Platinum Pentastar is recognized as one of the most
prestigious awards in our industry and we are proud to have been
selected a recipient."
The Timken Company's relationship with Chrysler began in 1915 when
Timken supplied six bearings for the "Dodge Four" car. In that same
year, Timken also supplied bearings to the Chalmers Motor Co., which
became Maxwell- Chalmers in the '20s and, ultimately the Chrysler Corp.
Today, Timken supplies Chrysler with transmission, axle and
SENSOR-PAC(TM) wheel bearings and gears and races made from Timken
seamless steel tubing for automatic transmissions.
Timken achieved more than a seven percent savings in the Chrysler
Supplier Cost Reduction Effort (SCORE) program during the 1997 model
year, and has shipped more than 120 million bearings to Chrysler in the
past five years averaging an outstanding rating of 1.0 defective parts
per million pieces.
The Platinum Pentastar Award recognizes associates at most of the
company's bearing and steel manufacturing plants in North America that
make products for Chrysler, as well as associates who design the
product and support the design and manufacturing efforts.
"It took the efforts of thousands of Timken associates to win this
coveted award," said Don Cooperrider, account manager - automotive -
bearings - Detroit. "Everyone at Timken who makes a product for
Chrysler, designs a product or supports these efforts in any way should
be congratulated."
2
<PAGE> 3
The Timken Company is a leading international manufacturer of highly
engineered bearings and alloy steels. The company employs some 19,000 associates
worldwide and reported 1996 sales of about U.S. $2.4 billion.
On December 16, 1997, the Company issued the following press release:
CANTON, OH, December 16, 1997 - The Timken Company is one of seven
companies that today received Ohio Governor George V. Voinovich's annual award
for Outstanding Achievement in pollution prevention. The award is presented
annually to those companies, organizations and individuals who have made
exceptional efforts in reducing pollution through source reduction and recycling
waste. Timken is a leadership member of Ohio Prevention First, a voluntary
planning initiative that urges Ohio companies to incorporate pollution
prevention and waste minimization into their operations.
"The Timken Company was practicing pollution prevention even before the
Environmental Protection Agency came into existence," said Larry R. Brown, vice
president and general counsel. "It is a great honor to be recognized by Governor
Voinovich for our more recent achievements in pollution prevention. We plan to
continue our long-standing commitment to the environment and to being a good
neighbor in the communities where we have manufacturing operations."
The environmental projects recognized for this award demonstrate
Timken's commitment to pollution prevention and waste minimization. Descriptions
of the significant environmental projects are as follows:
- - With the installation of two acid recovery systems, built in Canton in
1989 and Wooster in 1995, Timken began recycling spent pickle liquor, a
listed hazardous waste. The recovered acid is sent back to the pickling
operation for reuse. This eliminated the need to neutralize, stabilize
and dispose of the 63 million pounds of pickle liquor annually and also
significantly reduced the amount of raw sulfuric acid used. The
by-product of the recycling process is a salable product used in
fertilizer, magnetic recording tape and water treatment chemicals.
- - Timken voluntarily committed to achieve the U.S. Environmental
Protection Agency's 33/50 goals of reducing releases of specific
chemicals by 33 percent in 1992 and 50 percent in 1995. The company
exceeded these goals by reducing the release of several targeted
chemicals by 85 percent two years ahead of schedule. Releases were
reduced by recycling 50 percent of all electric arc furnace (EAF) dust,
a hazardous waste, generated by the Harrison Steel Plant into its
steelmaking process and sending the remaining 50 percent of Harrison's
EAF dust and all of that generated at the Faircrest Steel Plant to a
reclaimer for high temperature
3
<PAGE> 4
metals recovery. Also included was the elimination of 1,1,1
Trichloroethane (TCE).
- - The company accomplished its corporate goal of eliminating its ozone-
depleting chemicals in its manufacturing processes by not only
discontinuing the use of TCE, but also by replacing a freon cleaner
with an alkaline cleaner.
Timken's environmental projects recognized today as outstanding
achievements in pollution prevention have reduced annual hazardous releases by
more than 4.1 million pounds and solid waste by more than 32 million pounds. The
capital cost of the projects was in millions of dollars, confirming Timken's
commitment to pollution and waste minimization.
"One of The Timken Company's primary goals is to continuously improve
its environmental performance," said Mr. Brown. "It has been our experience that
minimizing waste and preventing pollution can benefit the environment and also
be good business."
The Timken Company is a leading international manufacturer of highly
engineered bearings and alloy steels. The company employs some 19,000 associates
worldwide and reported 1996 sales of about U.S. $2.4 billion.
On December 17, 1997, the Company issued the following press release:
CANTON, OH - December 17, 1997 - Continuing to expand its ability to
serve customers worldwide, The Timken Company has signed a definitive agreement
to acquire a bearing manufacturer in Romania.
Rulmenti Grei S.A., located 40 miles (60 km) north of Bucharest in
Ploesti, produces bearings used in a wide range of industrial applications,
including steel and aluminum rolling mills, paper mills, marine systems, and oil
and gas production. In addition to serving customers in Romania, Rulmenti Grei
S.A. exports to customers in Eastern and Western Europe, Asia and North America.
"This acquisition further strengthens our manufacturing network in
Europe and expands our marketing reach," said Joseph F. Toot, Jr., chief
executive officer and president for The Timken Company. "Combined with our
plants in Poland, Italy, France and England as well as a major distribution
center in Germany, we are well-positioned to provide excellent service and
products to customers throughout the region."
Rulmenti Grei S.A. has been 70 percent owned by Romania's State
Ownership Fund and 30 percent by private investment groups and individuals.
4
<PAGE> 5
Timken is paying $37 million for the 70 percent owned by the government.
However, Romania's privatization process returns 60 percent of the purchase
price back into the development of the firm.
"As with other acquisitions," said Robert L. Leibensperger, executive
vice president and president-bearings for The Timken Company, "we will be
working to strengthen Rulmenti Grei by introducing advanced technology and
manufacturing processes. Over the next five years, we will match the Romanian
privatization reinvestment in the enterprise to establish Ploesti as a major
technical center for the design and manufacture of bearings for industrial
applications. The output will be substantially above the current level."
"Our dealings with Romania's State Ownership Fund have moved forward
quickly and decisively," said Jon Elsasser, vice president - bearings - Europe,
Africa and West Asia. "In fact, we have been able to move from an initial plant
visit to today's signing of the definitive agreement in less than five months,
which we consider to be exemplary considering the complexity of privatization."
Rulmenti Grei was built in 1979 and employs some 1,000 people. It
manufactures over 1,200 types and sizes of bearings, including tapered,
cylindrical, spherical and ball bearings.
The Timken Company (NYSE:TKR; www.timken.com) is a leading
international manufacturer of highly engineered bearings and alloy steels. The
company employs some 19,000 people worldwide and reported 1996 sales of more
than $2.4 billion.
On December 17, 1997, the Company issued the following press release:
CANTON, OH - December, 17, 1997 - Building on the formation of the
office of the chairman, which was announced last month, The Timken Company today
announced additional assignments designed to further strengthen the
organization's leadership.
These moves follow the election last month of W.R. Timken, Jr., as
president and chief executive officer, expanding his previous responsibilities
as chairman, as well as Robert L. Leibensperger as executive vice president,
chief operating officer and president - bearings, and Bill J. Bowling as
executive vice president, chief operating officer and president - steel.
Larry R. Brown, Gene E. Little, Stephen A. Perry, John J. Schubach and
Thomas W. Strouble, previously vice presidents, have been elected senior vice
presidents.
5
<PAGE> 6
Mr. Brown will be senior vice president and general counsel, Mr. Little
will be senior vice president - finance and Mr. Schubach will be senior vice
president strategic management and continuous improvement. They will report to
Mr. Timken.
Mr. Perry will be senior vice president - human resources, purchasing
and communications and will report to Mr. Bowling. Mr. Strouble will be senior
vice president - technology and will report to Mr. Leibensperger.
Also reporting to Mr. Leibensperger and taking on additional
responsibility will be Jon T. Elsasser, James W. Griffith and Salvatore J.
Miraglia, Jr., who were elected to new positions. Previously they had been vice
presidents. Mr. Elsasser will be group vice president - bearings - rail, Europe,
Africa and West Asia. He is currently based at the company's offices in Colmar,
France, and in the near future will be relocating to Canton. Mr. Griffith will
be group vice president - bearings - North America automotive, Asia Pacific and
Latin America. Mr. Miraglia will be group vice president - bearings - North
America industrial and super precision.
"These three individuals have been keys to our success in the 1990s and
will be central to continuing to lead and grow our worldwide bearing business,"
said Mr. Leibensperger. "Their leadership responsibilities will continue to
increase as our network of facilities and number of customers keeps growing. We
now have plants and offices in 25 nations and more than 26,000 customers."
Reporting to Mr. Bowling will be Karl P. Kimmerling and Hans J. Sack,
who were also elected corporate officers. Mr. Kimmerling, previously vice
president - manufacturing - steel, will be group vice president - alloy steel,
and Mr. Sack, previously president - Latrobe Steel Company, a Timken Company
subsidiary, will be group vice president - specialty steel and president -
Latrobe Steel Company.
"Karl and Hans have been very instrumental in building the success of
our steel business," said Mr. Bowling, "and we are confident that they will help
lead it to new levels of achievement. This includes continuing to expand our
operations, as we have been doing through initiatives such as the addition of
new rolling mill capacity and tool steel distribution acquisitions."
The Timken Company (NYSE:TKR) is a leading international manufacturer
of highly engineered bearings and alloy steels. The company employs some 20,000
people worldwide and reported 1996 sales of about U.S.
$2.4 billion.
On December 22, 1997, the Company issued the following press release:
6
<PAGE> 7
CANTON, OH - December 22, 1997 - New assignments and reporting
relationships among Timken Company senior management represent the next step in
the transition of leadership resulting from the retirement of Joseph F. Toot,
Jr., at the end of December.
"We have a wealth of ability and dedication among our leadership
ranks," said Robert L. Leibensperger, executive vice president, chief operating
officer and president - bearings. "These moves will serve to capitalize on
individual strengths and to build overall team effectiveness."
"Our other objectives in making these changes," said Bill J. Bowling,
executive vice president, chief operating officer and president - steel, "were
to further align our organization, define more accurately the scope of
responsibilities and streamline the lines of communication."
Bearing Business Changes Bring Additional Focus
- -----------------------------------------------
Joining group vice presidents Jon T. Elsasser, James W. Griffith and
Salvatore J. Miraglia, Jr., in reporting to Robert L. Leibensperger will be
Michael C. Arnold as director - bearings - business advancement. Reporting to
Mr. Arnold will be James H. Mayer, general manager - associate development.
As part of an initiative to consolidate order fulfillment
responsibilities under one group vice president, Jeffrey W. Gebhard, general
manager - order fulfillment, will report to Mr. Miraglia. All other reporting
relationships within Mr. Miraglia's group will remain the same.
To accelerate the organization's ability to focus on emerging markets
in Asia and South America, Mr. Griffith announced the promotion of W. J. Timken,
Jr. to vice president - Latin America. Reporting to Mr. Timken will be Thomas O.
Dwyer, in the new position of vice president - sales and marketing - Latin
America.
Thomas S. Dupaski, as vice president - Asia Pacific, will likewise
report to Mr. Griffith. Within Dupaski's area will be Robert W. Logston, as
director - business development - Asia Pacific.
Jon Elsasser announced two significant changes within his organization.
In assuming responsibility for the company's railroad business, Elsasser now has
A. L. "Chip" Muegel, Jr., president - Railroad Business reporting to him, along
with Keith P. Kruger, managing director - Timken South Africa; Roger W. Lindsay,
managing director - bearings - Central Europe and Gordon W. Robinson, managing
director - Tata Timken, who retain their present positions.
7
<PAGE> 8
Furthermore, Georges C. Lammoglia has been named managing director
bearings - Western Europe and will be based at the company's European
headquarters in Colmar, France. Mr. Lammoglia will have responsibility for
integrating manufacturing and logistics throughout all of Europe. In addition to
his existing direct reports, Charles J. DeVirgilio, general manager - Timken
Italia; Jochen K. Peiffer, general manager - sales and marketing - industrial
and rail - EAWA; Gerhard Reiter, general manager - sales and marketing - auto -
EAWA; Carsten Rohde, general manager - aftermarket distribution - EAWA; and
Alfred Mertz, general manager - technology implementation, will comprise
Lammoglia's management team.
In addition, Klaus Schulze, general manager - business advancement -
EAWA; Gunnar Hasselmark, director - finance - EAWA; Catalin E. Faina, manager -
continuous improvement; and Ian W. Tucker, general manager - human resources -
EAWA, will report to Mr. Elsasser. Because they are located in Colmar, much of
their day to day operational direction will come from Mr.
Lammoglia.
Steel Business Changes Designed to Strengthen Overall Organization
- ------------------------------------------------------------------
Bill J. Bowling announced that in addition to Stephen A. Perry, senior
vice president - human resources, purchasing and communications, Karl
Kimmerling, group vice president - alloy steel; and Hans J. Sack, group vice
president Specialty Steel and president - Latrobe, his team will be comprised of
James D. Holderbaum, newly appointed director - business advancement and
controller, Michael L. Manning, general manager - organizational advancement -
steel; and James M. Gresh, general manager - parts business - steel.
New direct reports to Mr. Kimmerling are Linn B. Osterman, vice
president - marketing and sales - steel, and Erich D. Dominick, director
technology and quality advancement - steel.
Hans Sack announced the appointments of Scott R. Boyd to vice president
and general manager - Latrobe distribution business, and John W. "Jack" Dillon,
vice president and general manager - Latrobe manufacturing business. Joseph A.
Visconti, general manager - sales, and Bradford Crozier, newly named director -
high-speed and tool steel business, will report to Mr. Dillon.
The Timken Company (NYSE:TKR; www.timken.com) is a leading
international manufacturer of highly engineered bearings and alloy steels. The
company employs some 20,000 people worldwide and reported 1996 sales of about
U.S. $2.4 billion.
On December 22, 1997, the Company issued the following press release:
8
<PAGE> 9
CANTON, OH - December 22, 1997 - New assignments among senior
management in The Timken Company's Bearing Business strengthen the
organization's ability to grow further and faster in developing markets.
"We have a wealth of ability and dedication among our leadership
ranks," said Robert L. Leibensperger, executive vice president, chief operating
officer, and president - bearings. "Along with some new reporting relationships,
these particular appointments will enable the organization to focus on emerging
markets in Asia, South America and Europe. They also further align our
organization and define more accurately the scope of responsibilities."
Joining newly elected group vice presidents Jon T. Elsasser, James W.
Griffith and Salvatore J. Miraglia, Jr., in reporting to Mr. Leibensperger will
be Michael C. Arnold as director - bearings - business advancement. All four
leaders are based in Canton with Mr. Leibensperger.
Mr. Elsasser, group vice president - bearings - rail, Europe, Africa
and West Asia, announced that Georges C. Lammoglia has been named managing
director - bearings - Western Europe. Mr. Lammoglia is based in the company's
European headquarters in Colmar, France.
In addition, Mr. Griffith, group vice president - bearings - North
American automotive, Asia Pacific and Latin America, announced the following
promotions:
W. J. Timken, Jr., to vice president - Latin America;
Thomas O. Dwyer, vice president - sales and marketing - Latin
America who reports to Mr. Timken;
Thomas Dupaski, vice president - Asia Pacific;
Robert Logston, director - business development - Asia
Pacific.
Mr. Miraglia is group vice president - bearings - North American
industrial and super precision.
The Timken Company (NYSE:TKR; www.timken.com) is a leading
international manufacturer of highly engineered bearings and alloy steels. The
company employs some 20,000 people worldwide and reported 1996 sales of about
U.S. $2.4 billion.
On December 22, 1997, the Company issued the following press release:
9
<PAGE> 10
CANTON, OH - December 22, 1997 - The Timken Company's Steel Business
announced new senior management appointments designed to foster growth in key
market segments.
"Our objective in making these changes is to strengthen our overall
organization, particularly as we focus on new opportunities in tool steel
distribution," said Bill J. Bowling, executive vice president, chief operating
officer and president - steel. "It will also serve to further align our
organization, define more accurately the scope of responsibilities and
streamline the lines of communication."
At Latrobe Steel Company, a Timken Company subsidiary, Scott Boyd has
been named vice president and general manager - Latrobe distribution business,
John W. Dillon, vice president and general manager - Latrobe manufacturing
business, and R. Scott White, director - business economics and corporate
services. They report to Hans J. Sack, newly elected group vice president and
president of Latrobe.
In recent years, Latrobe's tool steel distribution business has made
several acquisitions and added a new facility. "This new emphasis on
distribution adds value for many of our customers," said Mr. Sack, "and is
providing an opportunity to grow our business faster."
The Timken Company (NYSE:TKR; www.timken.com) is a leading
international manufacturer of highly engineered bearings and alloy steels. The
company employs some 20,000 people worldwide and reported 1996 sales of about
U.S. $2.4 billion.
10
