S-8

As filed with the Securities and Exchange Commission on March 8, 2004.  

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 34-0577130
(I.R.S. Employer
Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)

THE TIMKEN COMPANY — LATROBE STEEL COMPANY
SAVINGS AND INVESTMENT PENSION PLAN
(Full title of the plan)

Scott A. Scherff
Corporate Secretary and Assistant General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)

(330) 438-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (2)(3)	Amount of Registration Fee
Common Stock without par value	5,000,000 shares	$22.26	$111,300,000	$14,101.71

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered pursuant to The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan (the “Plan”).

(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for Common Stock on the New York Stock Exchange on March 1, 2004.

(3) Estimated solely for the purposes of determining the registration fee.

              Pursuant to General Instruction E to Form S-8, the contents of the registration statement on Form S-8 (Registration No. 333-69129) as filed with the Securities and Exchange Commission on December 17, 1998, to register the Common Shares, without par value, of the Registrant to be issued under the Plan are hereby incorporated by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 5,000,000 Common Shares of the Registrant under the Plan.

Item 8.	Exhibits.
	The following Exhibits are being filed as part of this registration statement:

5
23(a)
23(b)
24 Opinion of Counsel
Consent of Independent Auditors
Consent of Counsel (included in Exhibit 5)
Power of Attorney

              Undertaking Regarding Status of Favorable Determination Letter Covering the Plan.

              We will submit the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and will make all changes required by the IRS in order to qualify the Plan.

SIGNATURES

              Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 8th day of March 2004.

THE TIMKEN COMPANY

By: /s/Scott A. Scherff

        Scott A. Scherff

        Corporate Secretary and Assistant General Counsel

                         The Registrant. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President, Chief Executive Officer and Director	March 8, 2004
	(Principal Executive Officer)
James W. Griffith
*	Executive Vice President — Finance and Administration	March 8, 2004
	(Principal Financial Officer)
Glenn A. Eisenberg
*	Senior Vice President — Finance and Controller	March 8, 2004
	(Principal Accounting Officer)
Sallie B. Bailey
*	Director	March 8, 2004
W.R. Timken, Jr.
*	Director	March 8, 2004
Stanley C. Gault
*	Director	March 8, 2004
John A. Luke, Jr.
*	Director	March 8, 2004
Robert W. Mahoney
*	Director	March 8, 2004
Jay A. Precourt
*	Director	March 8, 2004
Joseph W. Ralston
*	Director	March 8, 2004
Frank C. Sullivan
*	Director	March 8, 2004
John M. Timken, Jr.
*	Director	March 8, 2004
Ward J. Timken
*	Director	March 8, 2004
John M. Timken, Jr.
*	Director	March 8, 2004
Joseph F. Toot, Jr.

	Director
Martin D. Walker
*	Director	March 8, 2004
Jacqueline F. Woods

* This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement.

DATED: March 8, 2004	By:	/s/Scott A. Scherff
		Scott A. Scherff, Attorney-in-Fact

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 8th day of March 2004.

THE TIMKEN COMPANY — LATROBE STEEL
COMPANY SAVINGS AND INVESTMENT
PENSION PLAN

 

By: /s/Scott A. Scherff 
Scott A. Scherff
Corporate Secretary and
Assistant General Counsel

EXHIBIT INDEX

       

Exhibit Number	Exhibit Description
5	Opinion of Counsel
23(a)	Consent of Independent Auditors
23(b)	Consent of Counsel (included in Exhibit 5)
24	Power of Attorney

EX-5 3 l06225aexv5.htm EX-5 OPINION OF COUNSEL

EXHIBIT 5

OPINION OF COUNSEL

March 8, 2004

The Timken Company
1835 Dueber Ave., S.W.
Canton, OH 44706

RE: The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan

Ladies and Gentlemen:

     As Corporate Secretary and Assistant General Counsel of The Timken Company, an Ohio corporation (the “Registrant”), I have acted as counsel for the Registrant in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended, an additional 5,000,000 Common Shares, without par value (the “Common Shares”), of the Registrant to be issued or transferred and sold under The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan (the “Plan”). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereon, I am of the opinion that the Common Shares that may be issued or transferred and sold pursuant to the Plan and the agreements contemplated thereunder (the “Agreements”) have been duly authorized and will be, when issued or transferred and sold in accordance with the Plan and such Agreements, validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement being filed by the Registrant to effect registration of the 5,000,000 Common Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933.

      

By: /s/Scott A. Scherff
Scott A. Scherff
Corporate Secretary and Assistant
    General Counsel

     /jlb

EX-23.A 4 l06225aexv23wa.htm EX-23(A) CONSENT OF INDEPENDENT AUDITORS

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan for the registration of 5,000,000 shares of common stock of our reports (a) dated February 5, 2004, with respect to the consolidated financial statements and schedule of The Timken Company included in its Annual Report (Form 10-K) for the year ended December 31, 2003 and (b) dated June 20, 2003, with respect to the financial statements and schedules of The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan included in the Plan’s Annual Report (Form 11-K) for the year ended December 30, 2002, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

     Canton, Ohio
     March 2, 2004

EX-24 5 l06225aexv24.htm EX-24 POWER OF ATTORNEY

EXHIBIT 24

REGISTRATION STATEMENT

POWER OF ATTORNEY

The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of The Timken Company, an Ohio corporation (the “Company”), hereby (1) constitutes and appoints Glenn A. Eisesnberg, William R. Burkhart and Scott A. Scherff, collectively and individually, as his or her agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form S-8, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Company’s Common Shares, without par value, issuable pursuant to The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan (the “Plan”), and if required, the related participation interests under the Plan, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.

     IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 8th day of March 2004.

 

/s/Sallie B. Bailey	/s/Frank C. Sullivan
Sallie B. Bailey	Frank C. Sullivan
(Principal Accounting Officer)
/s/Glenn A. Eisenberg	/s/John M. Timken, Jr.
Glenn A. Eisenberg	John M. Timken, Jr.
(Principal Financial Officer)
/s/ Stanley C. Gault	/s/W.R. Timken, Jr.
Stanley C. Gault	W.R. Timken, Jr.
/s/James W. Griffith	/s/Ward J. Timken
James W. Griffith	Ward J. Timken
(Principal Executive Officer)
/s/John A. Luke, Jr.	/s/Ward J. Timken, Jr.
John A. Luke, Jr.	Ward J. Timken, Jr.
/s/Robert W. Mahoney	/s/Joseph F. Toot, Jr
Robert W. Mahoney	Joseph F. Toot, Jr.

 

/s/Jay A. Precourt
Jay A. Precourt	Martin D. Walker
/s/Joseph W. Ralston	/s/Jacqueline F. Woods
Joseph W. Ralston	Jacqueline F. Woods

-----END PRIVACY-ENHANCED MESSAGE-----

EX-5

EXHIBIT 5

OPINION OF COUNSEL

March 8, 2004

The Timken Company
1835 Dueber Ave., S.W.
Canton, OH 44706

RE: The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan

Ladies and Gentlemen:

     As Corporate Secretary and Assistant General Counsel of The Timken Company, an Ohio corporation (the “Registrant”), I have acted as counsel for the Registrant in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended, an additional 5,000,000 Common Shares, without par value (the “Common Shares”), of the Registrant to be issued or transferred and sold under The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan (the “Plan”). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereon, I am of the opinion that the Common Shares that may be issued or transferred and sold pursuant to the Plan and the agreements contemplated thereunder (the “Agreements”) have been duly authorized and will be, when issued or transferred and sold in accordance with the Plan and such Agreements, validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement being filed by the Registrant to effect registration of the 5,000,000 Common Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933.

      

By: /s/Scott A. Scherff
Scott A. Scherff
Corporate Secretary and Assistant
    General Counsel

     /jlb

EX-23.A

EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan for the registration of 5,000,000 shares of common stock of our reports (a) dated February 5, 2004, with respect to the consolidated financial statements and schedule of The Timken Company included in its Annual Report (Form 10-K) for the year ended December 31, 2003 and (b) dated June 20, 2003, with respect to the financial statements and schedules of The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan included in the Plan’s Annual Report (Form 11-K) for the year ended December 30, 2002, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

     Canton, Ohio
     March 2, 2004

EX-24

EXHIBIT 24

REGISTRATION STATEMENT

POWER OF ATTORNEY

The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of The Timken Company, an Ohio corporation (the “Company”), hereby (1) constitutes and appoints Glenn A. Eisesnberg, William R. Burkhart and Scott A. Scherff, collectively and individually, as his or her agent and attorney-in-fact, with full power of substitution and resubstitution, to (a) sign and file on his or her behalf and in his or her name, place and stead in any and all capacities (i) one or more Registration Statements on Form S-8, or other appropriate form (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of the Company’s Common Shares, without par value, issuable pursuant to The Timken Company — Latrobe Steel Company Savings and Investment Pension Plan (the “Plan”), and if required, the related participation interests under the Plan, (ii) any and all amendments, including post-effective amendments, and exhibits to the Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that may be necessary or required in the premises; and (2) ratifies and approves any and all actions that may be taken pursuant hereto by any of the above-named agents and attorneys-in-fact or their substitutes.

     IN WITNESS WHEREOF, the undersigned directors and officers of the Company have hereunto set their hands as of the 8th day of March 2004.

 

/s/Sallie B. Bailey	/s/Frank C. Sullivan
Sallie B. Bailey	Frank C. Sullivan
(Principal Accounting Officer)
/s/Glenn A. Eisenberg	/s/John M. Timken, Jr.
Glenn A. Eisenberg	John M. Timken, Jr.
(Principal Financial Officer)
/s/ Stanley C. Gault	/s/W.R. Timken, Jr.
Stanley C. Gault	W.R. Timken, Jr.
/s/James W. Griffith	/s/Ward J. Timken
James W. Griffith	Ward J. Timken
(Principal Executive Officer)
/s/John A. Luke, Jr.	/s/Ward J. Timken, Jr.
John A. Luke, Jr.	Ward J. Timken, Jr.
/s/Robert W. Mahoney	/s/Joseph F. Toot, Jr
Robert W. Mahoney	Joseph F. Toot, Jr.

 

/s/Jay A. Precourt
Jay A. Precourt	Martin D. Walker
/s/Joseph W. Ralston	/s/Jacqueline F. Woods
Joseph W. Ralston	Jacqueline F. Woods