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SECURITIES AND EXCHANGE COMMISSION 1.
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number 1-1169
December 31, 1994
THE TIMKEN COMPANY
______________________________________________________
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
________________________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
________________________________________ ___________________
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (216) 438-3000
___________________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
______________________________ _______________________
Common Stock without par value New York Stock Exchange
Rights to Purchase Common Stock without par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].
The aggregate market value of the voting stock held by all shareholders other
than shareholders identified under item 12 of this Form 10-K as of February
20, 1995 was $880,500,477 (representing 26,088,903 shares).
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of February 20, 1995.
Common Stock without par value -- 31,074,850 shares (representing a market
___________________________________________________ value of $1,048,776,188)
2.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
1994, are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual meeting of shareholders to be
held on April 18, 1995, are incorporated by reference into parts III and IV.
Exhibit Index may be found on Pages 15 thru 18.
3.
PART I
______
Item 1. Description of Business
________________________________
General
_______
As used herein the term "Timken" or the "company" refers to The Timken
Company and its subsidiaries unless the context otherwise requires.
Timken, an outgrowth of a business originally founded in 1899, was
incorporated under the laws of Ohio in 1904.
Products
________
Timken's products are divided into two industry segments. The first
includes anti-friction bearings; the second industry segment is steel.
Anti-friction bearings constitute Timken's principal industry product.
Basically, the tapered roller bearing made by Timken is its principal
product in the anti-friction industry segment. It consists of four
components (1) the cone or inner race, (2) the cup or outer race, (3) the
tapered rollers which roll between the cup and cone, and (4) the cage
which serves as a retainer and maintains proper spacing between the
rollers. These four components are manufactured and sold in a wide
variety of configurations and sizes. Matching bearings to service
requirements of customers' applications requires engineering, and
oftentimes sophisticated analytical techniques. The design of every
tapered roller bearing made by Timken permits distribution of unit
pressures over the full length of the roller. This fact, coupled with its
tapered design, high precision tolerances and proprietary internal
geometry and premium quality material, provides a bearing with high load
carrying capacity, excellent friction-reducing qualities and long life.
With the acquisition of MPB Corporation in May 1990, Timken expanded into
the super precision ball and roller bearing business thus gaining access
to those portions of the aerospace, defense, computer disk drive, and
other markets requiring high precision applications. MPB's products
utilizing balls and straight rolling elements are the super precision end
of the general ball and straight roller bearing product range in the
bearing industry. A majority of MPB's products are special
custom-designed bearings and spindle assemblies. They often involve
highly specialized materials and coatings for use in applications that
subject the bearings to extreme operating conditions of speed and
temperature. With its 1993 acquisition of equipment and inventory of the
U.S. jet engine bearing operations of The Torrington Company, a subsidiary
of Ingersoll-Rand Company, MPB expanded its line of bearings for jet
engine manufacturers.
In January 1995, Timken acquired Rail Bearing Service Corporation. The
Virginia-based company provides bearing reconditioning services for the
railroad industry. The company expects that this acquisition will result
in increased sales in North America plus the development of new markets
elsewhere in the world.
On March 6, 1995, Timken launched its newest line of bearing products,
cylindrical bearings for the rolling mill market. This is the first time
the company will produce and sell bearings featuring the Timken brand with
4.
Products (Cont.)
________________
straight versus tapered rollers. The broadening of the company's product
line is consistent with its corporate mission of leadership in
high-quality anti-friction bearings.
Steel products include steels of alloy, vacuum processed alloys,
intermediate alloy, low alloy and carbon grades, tool steels, and other
custom-made specialty steel products. These are available in a wide range
of solid and tubular sections with a variety of finishes.
Timken has been increasing the marketing of high volume semifinished
components to major customers produced from its own steel. This value
added activity is a small but growing portion of the business. In
September 1993, the company's Steel Business began operation of its St.
Clair Precision Tubing Components Plant in Eaton, Ohio. The facility
produces sub-components for automotive and industrial customers. The
development of the precision parts business provides the company with the
opportunity to further expand its market for tubing and capture more
higher-value steel sales. This will also enable the company's traditional
tubing customers in the automotive and bearing industries to take
advantage of higher-performing components that cost less than those they
now use.
On March 16, 1995, The Timken Company announced that it will expand its
steel parts manufacturing capabilities with the opening of a new plant in
Columbus, North Carolina. The plant will use seamless tubing produced in
the company's Ohio plants to manufacture steel rings primarily for the
bearing industry.
In June 1994, the company's Steel Business announced a new product line
called DynametalTM Performance Steels. The company's associates developed
this new, environmentally friendly replacement for medium carbon leaded
steels and cast iron components. No capital investment was required. The
Steel Business' aggressive move into this market represents part of its
continuing strategy to improve financial performance by focusing its
energies and production on higher-value engineered steel bars and tubes.
Sales and Distribution
______________________
Timken's products in the bearing industry segment are sold principally by
its own sales organization. A major portion of the shipments are made
directly from Timken's plants and the balance from warehouses located in a
number of cities in the United States, Great Britain, France, Germany,
Canada, Mexico, and Argentina. These warehouse inventories are augmented
by authorized distributor and jobber inventories throughout the world
which provide local availability when service is required. The company
operates an Export Service Center in Atlanta, Georgia, which specializes
in the export of tapered roller bearings for the replacement markets in
the Caribbean, Central and South America and other regions. Timken's
tapered roller bearings are used in general industry and in a wide variety
of products including passenger cars, trucks, railroad cars and
locomotives, machine tools, rolling mills and farm and construction
equipment. MPB's products, which are at the super precision end of the
general ball and straight roller bearing segment, are used in aircraft,
missle guidance systems, computer peripherals, and medical instruments.
5.
Sales and Distribution (Cont.
_____________________________
A significant portion of Timken's steel production is consumed in its
bearing operations. In addition, sales are made to other anti-friction
bearing companies and to the aircraft, automotive, forging, tooling and
oil and gas drilling industries. In addition, sales are made to steel
service centers. Timken's steel products are sold principally by its own
sales organization. Most orders are custom made to satisfy specific
customer applications and are shipped directly to customers from Timken's
steel manufacturing plants.
Timken does have a number of customers in the automotive industry
including both manufacturers and suppliers. However, Timken feels that
because of the size of that industry, the diverse bearing applications,
and the fact that its business is spread among a number of customers, both
foreign and domestic, in original equipment manufacturing and aftermarket
distribution, its relationship with the automotive industry is well
diversified.
Timken has entered into individually negotiated contracts with some of its
customers in both the bearing and steel segments. These contracts may
extend for one or more years and, if a price is fixed for any period
extending beyond current shipments, customarily include a commitment by
the customer to purchase a designated percentage of its requirements from
Timken. Contracts extending beyond one year that are not subject to price
adjustment provisions do not represent a material portion of Timken's
sales. Timken does not believe that there is any significant loss of
earnings risk associated with any given contract.
Industry Segments
_________________
Segment information in Note 12 of the Notes to Consolidated Financial
Statements and Information by Industry and Geographic Area on pages 32 and
33 of the Annual Report to Shareholders for the year ended December 31,
1994 are incorporated herein by reference. Export sales from the U.S. and
Canada are not separately stated since such sales amount to less than 10%
of revenue. The company's Bearing Business has historically participated
in the worldwide bearing markets while the Steel Business has concentrated
on U.S. markets.
Timken's non-U.S. operations are subject to normal international business
risks not generally applicable to domestic business. These risks include
currency fluctuation, changes in tariff restrictions, and restrictive
regulations by foreign governments including price and exchange controls.
Competition
___________
Both the anti-friction bearing business and the steel business are
extremely competitive. The principal competitive factors involved, both
in the United States and in foreign markets, include price, product
quality, service, delivery, order lead times and technological innovation.
6.
Competition (Cont.)
___________________
Timken manufactures an anti-friction bearing known as the tapered roller
bearing. The tapered principle of bearings made by Timken permits ready
absorption of both radial and axial loads in combination. For this
reason, they are particularly well adapted to reducing friction where
shafts, gears, or wheels are used. Since the invention of the tapered
roller bearing by its founder, Timken has maintained primary focus in its
product and process technology on the tapered roller bearing segment.
This has been important to its ability to remain a leader in the world's
bearing industry. This contrasts with the majority of its major
competitors who offer a wider variety of bearing types such as ball,
straight roller, spherical roller and needle for the general industrial
and automotive markets and are, therefore, less specialized in the tapered
roller bearing segment. Timken competes with domestic manufacturers and
many foreign manufacturers of anti-friction bearings.
The anti-friction bearing business is intensely competitive in every
country in which Timken competes. However, market conditions changed
rapidly in 1994 with utilization of excess production capacity globally as
economies around the world strengthened rapidly. As the U.S. dollar
weakened against the Japanese Yen and German Mark, U.S. exports grew. The
influx of tapered roller bearings into the United States market from
foreign producers was reported by the United States Department of Commerce
to be $170 million in 1994 or approximately 15 percent of the domestic
tapered roller bearing market. In addition, Timken estimates the tapered
roller bearings contained as components of foreign automobiles and heavy
equipment produced outside the United States and imported into this
country, to be approximately $120 million in 1994.
In August 1986, the company filed a petition on behalf of the U.S. tapered
roller bearing industry with both the International Trade Commission and
the Department of Commerce. The petition sought the imposition of
anti-dumping duties on imports of tapered roller bearings from Japan,
Italy, Yugoslavia, Romania, Hungary, and the People's Republic of China.
The Department of Commerce found that product from each of the countries
was being sold in the United States at less than fair value or "dumped",
and The International Trade Commission found such imports were causing
injury to the domestic industry. The Department also identified the
amount by which selling prices in the United States are less than fair
value. This amount is expressed as a weighted average percentage known as
the final margin. The final margins for Japan as originally calculated in
1986 were approximately 36 percent. If requested, these margins are
reviewed by the Department of Commerce on an annual basis. The final
margins for Japan announced in 1993 for imports during 1992 ranged from
approximately 3 to 46 percent. The margins for the other countries range
from 0 to 37 percent. The Department of Commerce has not announced yet
final margins for imports during 1993 or 1994. Importers are currently
required to post a cash deposit with the U.S. Customs Department equal to
the margin percentage times the export price of any imported product
covered by the dumping petition. To the extent such dumping continues,
the deposits would become the property of the U.S. government. Although
Timken will not receive any monetary award from such deposits, its benefit
has been and will continue to be, the reduction of unfair competition.
7.
Competition (Cont.)
___________________
Timken manufactures carbon and alloy seamless tubing, carbon and alloy
steel solid bars and various solid shapes, tool steels and other
custom-made specialty steel products. Specialty steels are characterized
by special chemistry, tightly controlled melting and precise processing.
Maintaining high standards of product quality and reliability while
keeping production costs competitive is essential to Timken's ability to
compete in the specialty steel industry with domestic and foreign steel
manufacturers.
In May 1993, the U.S. Department of Commerce determined that Brazilian
steel was being dumped in the U.S. market at prices up to 27% below fair
value. This government action was in response to an anti-dumping petition
filed in 1992 by the company and Republic Engineered Steel, Inc. In July
1993, the International Trade Commission (ITC) ruled that domestic
producers of special quality finished hot-rolled steel bars were not being
injured by imports from Brazil. The company and Republic appealed this
ruling during the third quarter of 1993 to the U.S. Court of International
Trade in New York. The company believes that the ITC ruled incorrectly
and that its determination is not supported by fact. A decision has not
yet been issued by the court.
Backlog
_______
The backlog of orders of Timken's domestic and overseas operations is
estimated to have been $880 million at December 31, 1994, and $520 million
at December 31, 1993. Actual shipments are dependent upon ever-changing
production schedules of the customer. Accordingly, Timken does not
believe that its backlog data and comparisons thereof as of different
dates are reliable indicators of future sales or shipments.
Raw Materials
_____________
The principal raw materials used by Timken in its North American plants to
manufacture bearings are its own steel tubing and bars and purchased strip
steel. Outside North America the company purchases raw materials from
local sources with whom it has worked closely to assure steel quality
according to its demanding specifications.
The principal raw materials used by Timken in steel manufacturing are
scrap metal, nickel, and other alloys. Timken believes that the
availability of raw materials and alloys are adequate for its needs, and,
in general, it is not dependent on any single source of supply.
Research
________
Timken's major research center, located in Stark County, Ohio near its
largest manufacturing plant, is engaged in research on bearings, steels,
manufacturing methods and related matters. Research facilities are also
located at the MPB New Hampshire Plants, the Duston, England plant and at
the Latrobe, Pennsylvania plant. Expenditures for research, development
and testing amounted to approximately $36,000,000 in 1994, $37,000,000 in
8.
Research (Cont.)
________________
1993, and $42,000,000 in 1992. The company's research program is
committed to the development of new and improved bearing and steel
products, as well as more efficient manufacturing processes and techniques
and the expansion of application of existing products.
Environmental Matters
_____________________
The company continues to focus on protecting the environment and meeting
compliance with environmental protection laws. In doing so, the company
has invested in pollution control equipment and updated plant operational
practices. To the extent that the company's non-U.S. competitors are not
subject to similar laws and regulations in their home countries, the
company is placed at a competitive disadvantage.
It is very difficult to assess the possible effect of compliance with
future requirements that may differ from existing ones. The company
believes that the effect of amendments to the Clean Air Act of 1990 on its
utility suppliers will increase its costs of electricity by $4 million to
$5 million annually beginning in the second quarter of 1995. Furthermore,
regulations related to these amendments have been proposed that, if
adopted, would mandate significant changes in the way the company monitors
air emissions. This would require capital expenditures in excess of $1
million and the addition of personnel. A large cross section of
industries has expressed opposition to the proposed regulations for a
variety of reasons. The U.S. Environmental Protection Agency (EPA) is
considering amending the regulations before they are adopted in a fashion
that would lessen substantially their impact on the company and delay the
timing of the anticipated expenditures.
The company and certain of its U.S. subsidiaries have been designated as
potentially responsible parties (PRPs) by the United States Environmental
Protection Agency for site investigation and remediation at certain sites
under the Comprehensive Environmental Response, Compensation and Liability
Act (Superfund). Such designations are made regardless of the company's
limited involvement at each site. The claims for remediation have been
asserted against numerous other entities, which are believed to be
financially solvent and are expected to fulfill their proportionate share
of the obligation. Additionally, the company and its Latrobe Steel
subsidiary have been notified by the EPA regarding possible participation
at two additional superfund sites. Neither the company nor Latrobe has
been named a PRP at the sites at this time. Management believes that any
ultimate liability with respect to these actions will not materially
affect the company's operations or consolidated financial position.
The company's MPB Corporation subsidiary is engaged in environmental
projects at its manufacturing locations in New Hampshire. The costs for
these projects, estimated at slightly more than $3 million, were recorded
previously. A portion of these costs will be recovered from a former
owner of the property. MPB also has filed suit against its insurance
companies for reimbursement of clean-up costs. The full extent of
reimbursement cannot be estimated. In late 1993, MPB was notified by the
city of Keene, New Hampshire, that city officials were looking to MPB to
9.
Environmental Matters (Cont.)
_____________________________
contribute to the costs of cleaning up alleged soil and groundwater
contamination of a city dump, which allegedly had been used by MPB along
with many others for industrial waste disposal. This is not a superfund
site. No specific monetary request has been made.
Additionally, the company will begin work in 1995 on an environmental
project at its Canton, Ohio, location. The cost of this project,
estimated to be in the range of $1.0 million to $1.5 million, was recorded
previously.
Patents, Trademarks and Licenses
________________________________
Timken owns a number of United States and foreign patents, trademarks and
licenses relating to certain of its products. While Timken regards these
as items of importance, it does not deem its business as a whole, or
either industry segment, to be materially dependent upon any one item or
group of items.
Employment
__________
At December 31, 1994, Timken had 16,202 associates.
Executive Officers of the Registrant
____________________________________
The officers are elected by the Board of Directors normally for a term of
one year and until the election of their successors. All officers, except
L. R. Brown and S. A. Perry, have been employed by Timken or by a
subsidiary of the company during the past five-year period. The Executive
Officers of the company as of February 20, 1995, are as follows:
Current Position and Previous
Name Age Positions During Last Five Years
____ ___ ______________________________________________
W. R. Timken, Jr. 56 1989 Chairman - Board of Directors; Director;
Officer since 1968.
J. F. Toot, Jr. 59 1989 President;
1992 President and Chief Executive Officer;
Director; Officer since 1967.
P. J. Ashton 59 1989 Executive Vice President - Bearings;
1992 Executive Vice President and President -
Bearings;
Director; Officer since 1980.
C. H. West 60 1989 Executive Vice President - Steel;
1992 Executive Vice President and President -
Steel;
Director; Officer since 1982.
M. J. Amiel 63 1989 Vice President - Bearings - Europe,
Africa, and West Asia;
Officer since 1989.
1995 Vice President and Chairman - Bearings -
Europe, Africa and West Asia;
10.
Executive Officers of the Registrant (Cont.)
____________________________________________
Current Position and Previous
Name Age Positions During Last Five Years
____ ___ ______________________________________________
S. A. Perry 49 1989 Director - Purchasing and Logistics;
1993 Vice President - Human Resources and
Logistics; Officer since 1993.
L. R. Brown 59 1990 Vice President and General Counsel;
Secretary; prior thereto Managing
Partner, Day, Ketterer, Raley, Wright
& Rybolt - Law Firm; Officer since
1990.
D. L. Hart 63 1989 Vice President - Bearings - North and
South America;
Officer since 1978.
R. L. Leibensperger 56 1989 Vice President - Technology;
Officer since 1986.
G. E. Little 51 1989 Director Finance and Assistant
Treasurer;
1990 Treasurer;
1992 Vice President - Finance; Treasurer;
Officer since 1990.
J. J. Schubach 58 1989 Vice President - Strategic Management;
Officer since 1984.
W. J. Timken 52 1989 Director - Human Resource Development;
1992 Vice President; Director; Officer since
1992.
Item 2. Properties
___________________
Timken has bearing and steel manufacturing facilities at several locations
in the United States. Timken also has bearing manufacturing facilities in
several countries outside the United States. The aggregate floor area of
these facilities worldwide is approximately 10,917,000 square feet, all of
which, except for approximately 355,000 square feet, is owned in fee. The
buildings occupied by Timken are principally of brick, steel, reinforced
concrete and concrete block construction, all of which are suitably
equipped and in satisfactory operating condition.
Timken's bearing manufacturing and distribution facilities in the United
States are located in Ashland, Bucyrus, Canton, Columbus and New
Philadelphia, Ohio; Gaffney, South Carolina; Asheboro and Lincolnton,
North Carolina; Altavista, Virginia; Keene and Lebanon, New Hampshire;
Carlyle, Illinois; North Little Rock, Arkansas; Knoxville, Tennessee;
Lenexa, Kansas; Ogden, Utah; and Richmond, Virginia. These facilities,
including the research facility in Canton, Ohio, and warehouses at plant
locations, have an aggregate floor area of approximately 4,457,000 square
feet. Timken's steel manufacturing and distribution facilities in the
United States are located in Canton, Eaton, Wauseon and Wooster, Ohio; and
Franklin and Latrobe, Pennsylvania. These facilities have an aggregate
floor area of approximately 4,781,000 square feet. Timken's bearing
manufacturing plants outside the United States are located in Duston,
England; Colmar, France; St. Thomas, Canada; Benoni, South Africa; Sao
11.
Item 2. Properties (Cont.)
___________________________
Paulo, Brazil; Ballarat, Australia; Medemblik, The Netherlands, and
Singapore. The facilities have an aggregate floor area of approximately
1,679,000 square feet. In addition to the manufacturing facilities
discussed above, Timken owns warehouses in the United States, England,
Germany, Mexico and Argentina, and leases several relatively small
warehouse facilities in cities throughout the world.
During 1994, the company's Bearing and Steel Businesses experienced
increased plant utilization compared to 1993 as a result of increased
sales in almost all product lines.
Also during 1994, the company completed the start-up of three new
facilities and the consolidation of two plants. The new facilities were
completed either on time or ahead of schedule and were completed under
budget.
During the second quarter of 1994, the company's subsidiary, Latrobe Steel
Company, began operating its Sandycreek Service Center for bar products
near Franklin, Pennsylvania. The plant, with its state-of-the-art
distribution systems, will serve Latrobe's tool and die steel customers.
During the third quarter, the company started operations at its Asheboro,
North Carolina, Plant. The plant incorporates advanced technologies,
processes and work practices that will enable the company to produce
specialized bearings at mass production speed. The start-up of this plant
greatly enhances the company's ability to deliver quality bearings
tailored to customer's individual requirements at competitive prices.
In the fourth quarter, the company's subsidiary MPB Corporation, announced
the beginning of operations at a new plant in Singapore. MPB established
this facility in the Pacific Rim to serve customers in the computer disk
drive market.
In the United Kingdom, the company combined its Daventry bearing
manufacturing operations with those of its Duston Bearing Plant. In
Brazil, the company's Santa Barbara facility was merged successfully with
the Sao Paulo Plant.
Also during 1994, the Altavista, Virginia, Bearing Plant doubled its
capacity and began large-scale production of SENSOR-PACTM bearings,
principally for the growing light truck market.
In November 1994, the company announced it entered into a definitive
agreement to purchase Rail Bearing Service Corporation. The purchase was
completed in January 1995. The Virginia-based company provides bearing
reconditioning services for the railroad industry and employs some 300
people in the United States.
On March 16, 1995, The Timken Company announced that it will expand its
steel parts manufacturing capabilities with the opening of a new plant in
Columbus, North Carolina. The plant will use seamless tubing produced in
the company's Ohio plants to manufacture steel rings primarily for the
bearing industry. The plant will consist of 30,000 square feet of
manufacturing and warehouse space and initially employ about a dozen
associates.
12.
Item 2. Properties (Cont.)
___________________________
The company is a forty percent shareholder in Tata Timken Limited, a joint
venture with The Tata Iron and Steel Company Limited. The joint venture
consists of a manufacturing facility in Jamshedpur, India, completed in
March of 1992, and four sales offices, also located in India.
The $1 billion capital expenditure program announced in March 1989 was
intended to cover the years through 1994. While more than $700 million
has been invested through 1994 encompassing the initiation of several new
bearing and steel facilities, the entire $1 billion in capital
expenditures were not spent.
At the time the program was announced, the company indicated that the
investment amounts and timing would be continually reviewed with the
intention of meeting economic conditions, both internal and external to
the company, as they developed. Finding less capital intensive
alternatives has been a major factor enabling the company to spend less.
Additionally, in 1990, the company entered the super precision bearing
business with the $195 million acquisition of MPB Corporation. Cost
reducing initiatives with less capital intensity also received priority
over investments in some markets.
Item 3. Legal Proceedings
__________________________
The company is currently involved in negotiations with the Ohio Attorney
General's office regarding alleged violations of the company's NPDES water
discharge permits at its Canton, Ohio, location. The company believes it
has substantial defenses to the violations alleged by the Attorney
General, and that the matter will ultimately be settled for an amount that
will not be material to its financial condition or results of operations.
In August 1994, the company's Latrobe Steel Company subsidiary was served
with a complaint filed by seven former employees. Each of the employees
had been terminated from employment in late 1993 as part of the company's
administrative streamlining efforts. The plaintiffs' claims include
discrimination on account of age and/or disability status, wrongful
termination in violation of public policy, breach of contract and
promissory estoppel. The relief requested includes reinstatement, back
pay, front pay, liquidated damages, attorneys' fees and compensatory and
punitive damages under the Americans With Disabilities Act and
Pennsylvania law.
The company has denied all of the plaintiffs' allegations and believes
that it has valid defenses to the plaintiffs' claims. The case is
currently in the early stages of discovery. At this time, the company
believes that the ultimate resolution of this matter will not be material
to its financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
No matters were submitted to a vote of security holders during the fourth
quarter ended December 31, 1994.
13.
PART II
_______
Item 5. Market for the Registrant's Common Equity and Related Stock
____________________________________________________________________
Holder Matters
______________
The company's common stock is traded on the New York Stock Exchange (TKR).
The estimated number of record holders of the company's common stock at
December 31, 1994, was 49,968.
High and low stock prices and dividends for the last two years are
presented in the Quarterly Financial Data schedule on Page 1 of the Annual
Report to Shareholders for the year ended December 31, 1994, and is
incorporated herein by reference.
Item 6. Selected Financial Data
________________________________
The Summary of Operations and Other Comparative Data on Pages 34 and 35 of
the Annual Report to Shareholders for the year ended December 31, 1994, is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
________________________________________________________________________
Results of Operation
____________________
Management's Discussion and Analysis of Financial Condition and Results of
Operations on Pages 17-23 of the Annual Report to Shareholders for the
year ended December 31, 1994, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
____________________________________________________
The Quarterly Financial Data schedule included on Page 1, the consolidated
financial statements of the registrant and its subsidiaries on Pages
18-24, the notes to consolidated financial statements on Pages 25-33, and
the Report of Independent Auditors on Page 33 of the Annual Report to
Shareholders for the year ended December 31, 1994, are incorporated herein
by reference.
Item 9. Changes in and Disagreements with Accountants
______________________________________________________
on Accounting and Financial Disclosure
______________________________________
Not applicable.
14.
PART III
________
Item 10. Directors and Executive Officers of the Registrant
____________________________________________________________
Required information is set forth under the caption "Election of
Directors" on Pages 4-7 of the proxy statement issued in connection with
the annual meeting of shareholders to be held April 18, 1995, and is
incorporated herein by reference. Information regarding the executive
officers of the registrant is included in Part I hereof.
Item 11. Executive Compensation
________________________________
Required information is set forth under the caption "Executive
Compensation" on Pages 10-18 of the proxy statement issued in connection
with the annual meeting of shareholders to be held April 18, 1995, and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
________________________________________________________________________
Required information regarding Security Ownership of Certain Beneficial
Owners and Management, including institutional investors owning more than
5% of the company's Common Stock, is set forth under the caption
"Beneficial Ownership of Common Stock" on Pages 8-9 of the proxy statement
issued in connection with the annual meeting of shareholders to be held
April 18, 1995, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
________________________________________________________
Required information is set forth under the caption "Election of
Directors" on Pages 4-7 of the proxy statement issued in connection with
the annual meeting of shareholders to be held April 18, 1995, and is
incorporated herein by reference.
15.
PART IV
_______
Item 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K
_________________________________________________________________________
(a)(1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this report.
(3) Listing of Exhibits
Exhibit
_______
(3)(i) Amended Articles of Incorporation of The Timken Company
(Effective August 22, 1988) were filed with Form S-8
dated October 13, 1993, and are incorporated herein by
reference.
(3)(ii) Amended Regulations of The Timken Company effective April
21, 1987, were filed with Form 10-K for the period ended
December 31, 1992, and are incorporated herein by
reference.
(4) Revolving Credit Agreement (364-Day Facility) dated as of
November 15, 1994, among Timken and certain banks.
(4.1) Third Amendment Agreement dated November 15, 1994, to the
amended restated credit agreement as amended February 23,
1993, and May 31, 1994, between Timken and certain banks.
(4.2) Second Amendment Agreement dated May 31, 1994, to the
amended restated credit agreement as amended February 23,
1993, between Timken and certain banks, was filed with
Form 10-Q for the period ended June 30, 1994, and is
incorporated herein by reference.
(4.3) First Amendment Agreement dated February 26, 1993, to the
restated credit agreement as amended December 31, 1991,
between Timken and certain banks was filed with Form 10-K
for the period ended December 31, 1992, and is
incorporated herein by reference.
(4.4) Credit Agreement amended as of December 31, 1991, between
Timken and certain banks was filed with Form 10-K for the
period ended December 31, 1991, and is incorporated
herein by reference.
(4.5) Rights Agreement dated as of December 18, 1986, as
amended and restated as of February 1, 1991, between
Timken and First Chicago Trust Company (formerly Morgan
Shareholder Services Trust Company) was filed with Form
8-K dated February 1, 1991, and is incorporated herein by
reference.
16.
Exhibit (Cont.)
_______________
(4.6) Indenture dated as of July 1, 1990, between Timken and
Ameritrust Company of New York, which was filed with
Timken's Form S-3 registration statement dated July 12,
1990, and is incorporated herein by reference.
(4.7) The company is also a party to agreements with respect to
other long-term debt in total amount less than 10% of the
registrant's consolidated total assets. The registrant
agrees to furnish a copy of such agreements upon request.
Management Contracts and Compensation Plans
___________________________________________
(10) The Management Performance Plan of The Timken Company for
Officers and Certain Management Personnel was filed with
Form 10-K for the period ended December 31, 1993, and is
incorporated herein by reference.
(10.1) The Long Term Incentive Plan of The Timken Company for
officers and other key employees as approved by
shareholders April 21, 1992, was filed with Form 10-K for
the period ended December 31, 1992, and is incorporated
herein by reference.
(10.2) The 1985 Incentive Plan of The Timken Company for
Officers and other key employees as amended through April
16, 1991, was filed with Form 10-K for the period ended
December 31, 1991, and is incorporated herein by
reference.
(10.3a) The form of Severance Agreement entered into with
W. R. Timken, Jr. was filed with Form 10-K for the period
ended December 31, 1992, and is incorporated herein by
reference.
(10.3b) The form of Severance Agreement entered into with
Joseph F. Toot, Jr. was filed with Form 10-K for the
period ended December 31, 1992, and is incorporated
herein by reference.
(10.3c) The form of Severance Agreement entered into with
Peter J. Ashton was filed with Form 10-K for the
period ended December 31, 1992, and is incorporated
herein by reference.
(10.3d) The form of Severance Agreement entered into with
Charles H. West was filed with Form 10-K for the
period ended December 31, 1992, and is incorporated
herein by reference.
(10.3e) The form of Severance Agreement entered into with
Donald L. Hart was filed with Form 10-K for the period
ended December 31, 1993, and is incorporated herein by
reference.
17.
Exhibit (Cont.)
_______________
(10.3f) The form of Severence Agreement entered into with all
Executive Officers of the company and certain other key
employees of the company and its subsidiaries was filed
with Form 10-K for the period ended December 31, 1993,
and is incorporated herein by reference. Each differs
only as to name and date executed.
(10.4) The form of Death Benefit Agreement entered into with all
Executive Officers of the company was filed with Form
10-K for the period ended December 31, 1993, and is
incorporated herein by reference. Each differs only as
to name and date executed, except Mr. Amiel, who is a
non-resident.
(10.5) The form of Indemnification Agreements entered into with
all Directors who are not Executive Officers of the
company was filed with Form 10-K for the period ended
December 31, 1990, and is incorporated herein by
reference. Each differs only as to name and date
executed.
(10.6) The form of Indemnification Agreements entered into with
all Executive Officers of the company who are not
Directors of the company was filed with Form 10-K for the
period ended December 31, 1990 and is incorporated herein
by reference. Each differs only as to name and date
executed.
(10.7) The form of Indemnification Agreements entered into with
all Executive Officers of the company who are also
Directors of the company was filed with Form 10-K for the
period ended December 31, 1990 and is incorporated herein
by reference. Each differs only as to name and date
executed.
(10.8) The form of Employee Excess Benefits Agreement entered
into with all active Executive Officers, certain retired
Executive Officers, and certain other key employees of
the company was filed with Form 10-K for the period ended
December 31, 1991 and is incorporated herein by
reference. Each differs only as to name and date
executed, except Mr. Brown who will be given additional
service and Mr. Amiel who is a non-resident.
(11) Computation of Per Share Earnings.
(13) Annual Report to Shareholders for the year ended December
31, 1994, (only to the extent expressly incorporated
herein by reference).
(21) A list of subsidiaries of the registrant.
18.
Exhibit (Cont.)
_______________
(23) Consent of Independent Auditors.
(24) Power of Attorney
(27) Article 5
(b) Reports on Form 8-K:
None.
(c) The exhibits are contained in a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE TIMKEN COMPANY
By /s/ J. F. Toot, Jr. By /s/ G. E. Little
________________________________ _____________________________
J. F. Toot, Jr., Director; G. E. Little
President and Chief Executive Vice President - Finance
Officer (Principal Financial and
Accounting Officer)
Date March 24, 1995
________________________________ Date March 24, 1995
_____________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By /s/ Robert Anderson* By /s/ John M. Timken, Jr.*
__________________________________ _______________________________
Robert Anderson Director John M. Timken, Jr. Director
Date March 24, 1995 Date March 24, 1995
__________________________________ _______________________________
By /s/ Peter J. Ashton* By /s/ W. J. Timken*
__________________________________ _______________________________
Peter J. Ashton Director W. J. Timken Director
Date March 24, 1995 Date March 24, 1995
__________________________________ _______________________________
By /s/ Stanley C. Gault* By /s/ W. R. Timken, Jr.*
__________________________________ _______________________________
Stanley C. Gault Director W. R. Timken, Jr. Director
Chairman - Board of Directors
Date March 24, 1995 Date March 24, 1995
__________________________________ _______________________________
By /s/ J. Clayburn La Force, Jr.* By /s/ Charles H. West*
__________________________________ _______________________________
J. Clayburn La Force, Jr. Director Charles H. West Director
Date March 24, 1995 Date March 24, 1995
__________________________________ _______________________________
By /s/ Robert W. Mahoney* By /s/ Alton W. Whitehouse*
__________________________________ _______________________________
Robert W. Mahoney Director Alton W. Whitehouse Director
Date March 24, 1995 Date March 24, 1995
__________________________________ _______________________________
By /s/ James W. Pilz*
__________________________________ By: /s/ G. E. Little
James W. Pilz Director _______________________________
Date March 24, 1995 G. E. Little, attorney-in-fact
__________________________________ by authority of Power of
Attorney filed as Exhibit 24
hereto