SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 15, 2003
THE TIMKEN COMPANY
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
OHIO
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-1169 34-0577130
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
1835 DUEBER AVENUE, S.W., CANTON, OHIO 44706-2798
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(330) 438-3000
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On October 15, 2003, The Timken Company ("Timken") and Ingersoll-Rand Company,
as the selling stockholder (the "Selling Stockholder"), entered into an
underwriting agreement with Morgan Stanley & Co. Incorporated relating to (i)
the public offering, issuance and sale by Timken of 3,500,000 shares of Timken's
common stock, without par value, and (ii) the public offering and resale by the
Selling Stockholder of 9,395,973 shares of Timken's common stock, without par
value.
This Current Report on Form 8-K is being filed by Timken to incorporate that
underwriting agreement by reference into the Registration Statement No.
333-100731 on Form S-3 and the Registration Statement No. 333-108792 on Form
S-3, effective February 11, 2003 and September 30, 2003, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
1.1 Purchase Agreement dated as of October 15, 2003 among
The Timken Company, Ingersoll-Rand Company and Morgan
Stanley & Co. Incorporated.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TIMKEN COMPANY
By: /s/ William R. Burkhart
-----------------------------------------
William R. Burkhart
Senior Vice President and General Counsel
Date: October 17, 2003
3
EXHIBIT INDEX
Exhibit
Number Description of Documents
------- ----------------------------------------------------------------------
1.1 Purchase Agreement dated as of October 15, 2003 among The Timken
Company, Ingersoll-Rand Company and Morgan Stanley & Co. Incorporated.