0001104659-13-090889.txt : 20131218 0001104659-13-090889.hdr.sgml : 20131218 20131218125848 ACCESSION NUMBER: 0001104659-13-090889 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131218 DATE AS OF CHANGE: 20131218 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL CO-INVESTMENT FUND I, L.P. GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS IX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND II, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XVI, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIV, L.P. GROUP MEMBERS: RH FUND 1, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIMKEN CO CENTRAL INDEX KEY: 0000098362 STANDARD INDUSTRIAL CLASSIFICATION: BALL & ROLLER BEARINGS [3562] IRS NUMBER: 340577130 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15852 FILM NUMBER: 131284611 BUSINESS ADDRESS: STREET 1: 1835 DUEBER AVE SW CITY: CANTON STATE: OH ZIP: 44706-2798 BUSINESS PHONE: 3304713078 FORMER COMPANY: FORMER CONFORMED NAME: TIMKEN ROLLER BEARING CO DATE OF NAME CHANGE: 19710304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a13-26437_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

The Timken Company

(Name of Issuer)

 

Common Stock, $0.00 par value

(Title of Class of Securities)

 

887389104

(CUSIP Number)

 

Ralph V. Whitworth

Relational Investors, LLC

12400 High Bluff Drive, Suite 600

San Diego, CA 92130

(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 16, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 

 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
8,256,535

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
8,256,535

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,256,535

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.46%

 

 

14.

Type of Reporting Person (See Instructions)
IA/HC/OO

 

2



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors Mid-Cap Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
3,338,672

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
3,338,672

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,338,672

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.42%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors Mid-Cap Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,113,337

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
2,113,337

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,113,337

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.16%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Coast Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
113,884

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
113,884

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
113,884

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.12%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Fund Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
11,768

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
11,768

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,768

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.01%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

6



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
RH Fund 1, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
50,716

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
50,716

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
50,716

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.05%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

7



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors IX, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
191,205

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
191,205

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
191,205

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.20%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

8



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors XV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
113,928

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
113,928

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
113,928

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.12%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

9



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors XVI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
33,522

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
33,522

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,522

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.03%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

10



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors XX, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
100,652

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
100,652

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
100,652

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.10%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

11



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors XXIII, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC/OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
142,806

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
142,806

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
142,806

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.15%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

12



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Investors XXIV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
17,080

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
17,080

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
17,080

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.02%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

13



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Relational Co-Investment Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
888,415

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
888,415

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
888,415

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0.91%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

14



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
Ralph V. Whitworth

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
8,256,535

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
8,256,535

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,256,535

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.46%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

15



 

 

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (Entities Only)
David H. Batchelder

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
8,256,535

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
8,256,535

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,256,535

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.46%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

16



 

Item 1.

Security and Issuer

 

This Schedule 13D/A constitutes the sixth amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on November 28, 2012 and amended by Amendment No.1, No. 2, No. 3, No. 4 and No. 5 filed by the Reporting Persons with the SEC on January 18, 2013, February 19, 2013, February 27, 2013, July 3, 2013 and August 5, 2013 (the “Statement”) with respect to the common stock, $0.00 par value (the “Shares”), of The Timken Company (the “Issuer” or the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

 

Item 2.

Identity and Background

 

This Statement is being filed by Relational Investors Mid-Cap Fund I, L.P. (“MC I”), Relational Investors Mid-Cap Fund II, L.P. (“MC II”), Relational Coast Partners, L.P. (“RCP”), Relational Fund Partners, L.P. (“RFP”), RH Fund 1, L.P. (“RH 1”), Relational Investors IX, L.P. (“RI IX”), Relational Investors XV, L.P. (“RI XV”), Relational Investors XVI, L.P. (“RI XVI”), Relational Investors XX, L.P. (“RI XX”), Relational Investors XXIII, L.P. (“RI XXIII”), Relational Investors XXIV, L.P. (“RI XXIV”) and Relational Co-Investment Fund I, L.P. (“RCF I”) collectively, the “Relational LPs.”  Each of the Relational LPs is a Delaware limited partnership.  The principal business of each is securities investment.

 

This Statement is also being filed by Relational Investors, LLC (“RILLC”), a Delaware limited liability company. The principal business of RILLC is being the sole general partner or sole managing member of the general partner of certain investment partnerships, including the Relational LPs and the investment adviser of certain client managed accounts, the “Managed Accounts”. The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs, and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.

 

This Statement is also being filed by Ralph V. Whitworth and David H. Batchelder.  Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over certain securities covered by this Statement.  As such, Messrs. Whitworth and Batchelder may be deemed to have indirect beneficial ownership of such securities, but, each of Mr. Whitworth and Mr. Batchelder disclaim beneficial ownership of the Shares except to the extent of his pecuniary interest therein.  The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the “Reporting Persons”).

 

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The business address of each of the Relational Entities is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.

 

Messrs. Whitworth and Batchelder are citizens of the United States.

 

17



 

Item 3.

Source and Amount of Funds or Other Consideration

 

The Reporting Persons purchased an aggregate of 8,256,535 Shares for total consideration (including brokerage commissions) of $391 million derived from their working capital.

 

18



 

Item 5.

Interest in Securities of the Issuer

(a)           As of the date of this Statement, the Reporting Persons beneficially own in the aggregate 8,256,535 Shares, constituting approximately 8.46% of the outstanding Shares.  The percentage of Shares owned is based upon 97,636,674 Shares reported to be outstanding on September 30, 2013, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.  The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

 

NAME

 

NUMBER OF SHARES

 

% OF OUTSTANDING SHARES

 

VOTING AND DISPOSITIVE POWER

 

RILLC

 

1,140,550

 

1.17%

 

Sole

 

MC I

 

3,338,672

 

3.42%

 

Sole

 

MC II

 

2,113,337

 

2.16%

 

Sole

 

RCP

 

113,884

 

0.12%

 

Sole

 

RFP

 

11,768

 

0.01%

 

Sole

 

RH 1

 

50,716

 

0.05%

 

Sole

 

RI IX

 

191,205

 

0.20%

 

Sole

 

RI XV

 

113,928

 

0.12%

 

Sole

 

RI XVI

 

33,522

 

0.03%

 

Sole

 

RI XX

 

100,652

 

0.10%

 

Sole

 

RI XXIII

 

142,806

 

0.15%

 

Sole

 

RI XXIV

 

17,080

 

0.02%

 

Sole

 

RCF I

 

888,415

 

0.91%

 

Sole

 

 

RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 1,140,550 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 7,115,985 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to have indirect beneficial ownership of the Shares which RILLC may beneficially own.  Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

 

19



 

(b)           See item (a) above.

(c)           Information concerning open market transactions in the Shares by the Reporting Persons during the past 60 days not previously reported is set forth in Exhibit A filed with this Statement.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e)           Not applicable.

 

Item 6.                       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Effective as of the date of this filing, the Reporting Persons are no longer a part of a “group” within the meaning of Rule 13d-5(b)(1) under the Act that included the California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit plan.

 

Except for the joint filing agreement between and among the Reporting Persons attached hereto as Exhibit B, and except for the investment discretion and voting authority described in Item 2 of this Statement and in the respective partnership agreements and investment management agreements of the Relational LPs and Managed Accounts which each contain provisions whereby RILLC may, after certain adjustments, receive a percentage of realized or unrealized profits, if any, derived from that partnership’s or managed account’s investments, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

20



 

Item 7.

Material to be Filed as Exhibits

 

The following Exhibits are filed herewith:
Exhibit A – Information concerning transactions in the Shares affected by the Reporting Persons in the last 60 days not previously reported.
Exhibit B – Joint Filing Agreement.

 

21



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 18, 2013

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

RELATIONAL COAST PARTNERS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RH Fund 1, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS XV, L.P.

RELATIONAL INVESTORS XVI, L.P.

RELATIONAL INVESTORS XX, L.P.

RELATIONAL INVESTORS XXIII, L.P.
RELATIONAL INVESTORS XXIV, L.P.
RELATIONAL CO-INVESTMENT FUND I, L.P.

 

By:

RELATIONAL INVESTORS, LLC

 

as general partner to each,

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

RELATIONAL INVESTORS, LLC

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

 

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth

 

 

 

 

 

 

 

 

 

 

 

/s/ David H. Batchelder

 

 

 

David H. Batchelder

 

 

 

 

22



 

EXHIBIT INDEX

Exhibit

 

Description

 

 

 

A.

 

Information concerning transactions in the Shares affected by Reporting Persons in the last 60 days not previously reported.

 

 

 

B.

 

Joint Filing Agreement.

 

23


EX-99.A 2 a13-26437_1ex99da.htm EX-99.A

 

Exhibit A

 

Transactions by Reporting Persons in the last 60 days.

 

Beneficial Ownership

 

Purchase or
Sale

 

Quantity

 

Transaction
Date

 

Price per Share
(including
commission)

 

How Effected

 

Relational Coast Partners, L.P.

 

Purchase

 

57

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

21,717

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

2,474

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

6

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

2,460

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

279

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

78

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

29,389

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

2,344

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

1,005

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors LLC

 

Purchase

 

80

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors LLC

 

Purchase

 

30,070

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,426

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors LLC

 

Purchase

 

343

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors LLC

 

Purchase

 

127,513

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors LLC

 

Purchase

 

14,535

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors LLC

 

Purchase

 

159

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors LLC

 

Purchase

 

59,814

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors LLC

 

Purchase

 

6,816

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

60

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

22,567

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

2,571

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

33

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

12,736

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

1,451

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

55

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

20,808

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

2,371

 

12/10/2013

 

$

51.97

 

Open Market

 

 



 

Relational Investors XXIII, L.P.

 

Purchase

 

78

 

12/10/2013

 

$

51.85

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

29,490

 

12/10/2013

 

$

51.82

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

3,360

 

12/10/2013

 

$

51.97

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

51

 

12/10/2013

 

$

51.85

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

19,235

 

12/10/2013

 

$

51.82

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

2,192

 

12/10/2013

 

$

51.97

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

2,889

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

2,768

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

327

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

313

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

2,737

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

1,173

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

3,746

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors LLC

 

Purchase

 

4,001

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,832

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors LLC

 

Purchase

 

16,968

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors LLC

 

Purchase

 

16,255

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors LLC

 

Purchase

 

7,958

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors LLC

 

Purchase

 

7,623

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

3,002

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

2,876

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

1,694

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

1,623

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

2,768

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

2,652

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

3,924

 

12/11/2013

 

$

50.91

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

3,758

 

12/11/2013

 

$

50.79

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

2,559

 

12/11/2013

 

$

50.91

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

2,451

 

12/11/2013

 

$

50.79

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

2,889

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

1,783

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

327

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

201

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

3,910

 

12/12/2013

 

$

50.63

 

Open Market

 

 



 

Relational Investors IX, L.P.

 

Purchase

 

2,414

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

4,001

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors LLC

 

Purchase

 

2,470

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

16,966

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors LLC

 

Purchase

 

10,475

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

7,958

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors LLC

 

Purchase

 

4,912

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

3,003

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

1,853

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

1,694

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

1,046

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

2,769

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

1,709

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

3,924

 

12/12/2013

 

$

50.63

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

2,422

 

12/12/2013

 

$

50.92

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

2,559

 

12/12/2013

 

$

50.63

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

1,580

 

12/12/2013

 

$

50.92

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

7,509

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

854

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

10,160

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors LLC

 

Purchase

 

10,395

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors LLC

 

Purchase

 

44,054

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors LLC

 

Purchase

 

20,677

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors XV, L.P.

 

Purchase

 

7,803

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

4,404

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

7,194

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

10,195

 

12/13/2013

 

$

51.40

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

6,650

 

12/13/2013

 

$

51.40

 

Open Market

 

Relational Coast Partners, L.P.

 

Purchase

 

1,256

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Fund Partners, L.P.

 

Purchase

 

145

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors IX, L.P.

 

Purchase

 

1,699

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

1,739

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

7,360

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors LLC

 

Purchase

 

3,458

 

12/16/2013

 

$

51.92

 

Open Market

 

 



 

Relational Investors XV, L.P.

 

Purchase

 

1,305

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors XVI, L.P.

 

Purchase

 

737

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors XX, L.P.

 

Purchase

 

1,203

 

12/16/2013

 

$

51.92

 

Open Market

 

Relational Investors XXIII, L.P.

 

Purchase

 

1,705

 

12/16/2013

 

$

51.92

 

Open Market

 

RH Fund 1, L.P.

 

Purchase

 

1,113

 

12/16/2013

 

$

51.92

 

Open Market

 

 


 

EX-99.B 3 a13-26437_1ex99db.htm EX-99.B

Exhibit B

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.  In evidence thereof, the undersigned hereby execute this Agreement this 18th day of December, 2013.

 

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

RELATIONAL COAST PARTNERS, L.P.

RELATIONAL FUND PARTNERS, L.P.

RH Fund 1, L.P.

RELATIONAL INVESTORS IX, L.P.

RELATIONAL INVESTORS XV, L.P.

RELATIONAL INVESTORS XVI, L.P.

RELATIONAL INVESTORS XX, L.P.

RELATIONAL INVESTORS XXIII, L.P.
RELATIONAL INVESTORS XXIV, L.P.

RELATIONAL CO-INVESTMENT FUND I, L.P.

By:

RELATIONAL INVESTORS, LLC

 

as general partner to each,

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

RELATIONAL INVESTORS, LLC

 

 

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

 

 

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth

 

 

 

 

 

 

 

/s/ David H. Batchelder

 

 

 

David H. Batchelder