SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 16, 2002
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THE TIMKEN COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-1169 34-0577130
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 438-3000
ITEM 5. OTHER EVENTS.
On October 16, 2002, The Timken Company ("Timken"), on behalf of itself
and certain of its subsidiaries, entered into a Stock and Asset Purchase
Agreement (the "Purchase Agreement") with Ingersoll-Rand Company Limited ("IR")
to acquire IR's Torrington business (the "Transaction"). Pursuant to the
Purchase Agreement, Timken will pay IR cash consideration of $700 million,
subject to customary post-closing purchase price adjustments. In addition,
Timken will issue $140 million of its common stock (the "Shares") to
Ingersoll-Rand Company, a subsidiary of IR ("IR Company"). Timken will issue an
aggregate number of shares calculated by dividing $140 million by the public
offering price per share in the equity offering to be conducted by Timken in
connection with the Transaction. Consummation of the Transaction is subject to
the satisfaction of various closing conditions contained in the Purchase
Agreement, including the receipt of required regulatory approvals, Timken's
ability to complete an equity offering at a per share price of at least $14.75,
Timken obtaining the bank financing contemplated by the Purchase Agreement, and
the other terms and conditions specified therein. The purchase of certain French
subsidiaries of IR is subject to an offer to purchase and to required
consultation procedures with the relevant works councils.
At the closing of the Transaction, Timken, IR and IR Company will enter
into a standstill and voting agreement (the "Standstill Agreement"). The
Standstill Agreement sets forth, among other things, the terms and conditions
upon which IR and IR Company may acquire, vote, transfer or dispose of the
securities of Timken, including the Shares. Under the terms of the Standstill
Agreement, for a period of three years following the date when IR Company no
longer holds a number of shares equal to 5% of Timken's outstanding shares of
common stock immediately following the closing of the Transactions, IR
(including its affiliates) will be prohibited from, among other things,
acquiring additional shares of Timken (with certain limited and customary
exceptions), proposing a merger or other business combination with Timken,
joining a group or acting in concert with others to acquire shares of Timken,
engaging in discussions or negotiations with respect to, or encouraging others
to effect, a change in control of Timken or seeking to influence, change or
control the management or affairs of Timken.
In addition, under the Standstill Agreement, until IR no longer holds a
number of shares equal to 5% of Timken's outstanding shares of common stock
immediately following the closing of the Transaction, IR (including its
affiliates) will vote its Timken shares in proportion to the votes cast by all
other holders of Timken shares, except that IR may vote in accordance with the
recommendation of Timken's board and may vote independently in (a) going private
transactions involving management or the Timken family and (b) any transaction
that uniquely discriminates against IR. In addition, IR will not solicit proxies
or seek to influence any person with respect to the voting of Timken shares.
At the closing of the Transaction, Timken and IR Company also will
enter into a registration rights agreement (the "Registration Rights
Agreement"), which, among other things, provides for IR Company to receive
certain registration rights with respect to the Shares, subject to the terms and
conditions set forth in the Registration Rights Agreement. Timken and IR
will also enter into a transition services agreement (the "Transition Services
Agreement") pursuant to which IR will furnish certain services to Timken
following the closing of the Transaction.
The Purchase Agreement, including the form of Registration Rights
Agreement, Standstill and Voting Agreement, Transition Services Agreement and
the offer letter relating to the French operations referred to above is
incorporated herein by reference into this report, and the foregoing description
of such documents and the transactions contemplated therein are qualified in
their entirety by reference to the exhibit filed with this report.
Free copies of documents with the U.S. Securities and Exchange
Commission (the "Commission") may be obtained at the website maintained by the
Commission at www.sec.gov. In addition, documents filed with the Commission by
Timken may also be obtained free of charge at the website maintained by Timken
at www.timken.com.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Stock and Asset Purchase Agreement, among
Ingersoll-Rand Company Limited, on behalf of
itself and the other sellers named therein and
The Timken Company, on behalf of itself and the
other buyers named therein, dated as of
October 16, 2002.*
* The Stock and Asset Purchase Agreement submitted herewith contains a list
briefly identifying the contents of all omitted disclosure schedules. The
Company undertakes to furnish supplementally a copy of any omitted disclosure
schedules to the Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE TIMKEN COMPANY
By: /s/ William R. Burkhart
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Name: William R. Burkhart
Title: Senior Vice President and
General Counsel
Dated: October 17, 2002
EXHIBIT INDEX
The Timken Company
Current Report on Form 8-K
Dated October 17, 2002
Exhibit No. Title
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2.1 Stock and Asset Purchase Agreement, among Ingersoll-Rand
Company Limited, on behalf of itself and the other
sellers named therein and The Timken Company, on behalf
of itself and the other buyers named therein, dated as
of October 16, 2002.*
* The Stock and Asset Purchase Agreement submitted herewith contains a list
briefly identifying the contents of all omitted disclosure schedules. The
Company undertakes to furnish supplementally a copy of any omitted disclosure
schedules to the Commission upon request.