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): February 18, 2003
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 18, 2003, The Timken Company ("Timken") completed the
acquisition of the Engineered Solutions business of Ingersoll-Rand Company
Limited ("IR"). Under the terms of the definitive Stock and Asset Purchase
Agreement, dated as of October 16, 2002, as amended as of February 18, 2003, by
and between Timken, on behalf of itself and certain of its subsidiaries, and IR,
on behalf of itself and certain of its subsidiaries (the "Purchase Agreement"),
Timken acquired certain IR subsidiaries, including The Torrington Company, joint
venture interests and other assets, including real property, manufacturing
facilities and related machinery and equipment used in the Engineered Solutions
business, effective as of February 16, 2003 (the "Transaction"). IR has
historically used the assets sold in the Transaction in connection with the
production of needle roller, heavy-duty roller and ball bearings and motion
control components and assemblies. Timken continues to evaluate options
concerning the use of these assets.
Pursuant to the Purchase Agreement, Timken paid IR cash consideration of
$700 million, which is subject to customary post-closing purchase price
adjustments, and issued approximately $140 million of Timken's common stock to
Ingersoll-Rand Company, a subsidiary of IR. The cash consideration for the
Transaction was financed, in addition to using cash on hand, through the
incurrence of approximately $86 million of debt under a new $500 million
five-year revolving credit facility, a $125 million accounts receivable
facility, approximately $179.6 million of net proceeds from the public offering
of 12,650,000 shares of Timken common stock and approximately $246.5 million of
net proceeds from the public offering of $250 million of Timken's 5.75% Notes
due 2010. The 9,395,973 shares Timken issued to IR represent approximately 11%
of Timken's outstanding common stock after the public equity offering and the
issuance of shares to IR.
The Transaction is described further in the press release, dated February
18, 2003, attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) (1) Audited Combined Financial Statements of Ingersoll-Rand Engineered
Solutions Business (an operating business unit of Ingersoll-Rand Company
Limited) for the years ended December 31, 2001, 2000 and 1999
(incorporated by reference to Exhibit 99.1 to Timken's Current Report
filed on Form 8-K on December 24, 2002).
(2) Unaudited Combined Financial Statements of Ingersoll-Rand Engineered
Solutions Business (an operating business unit of Ingersoll-Rand Company
Limited) for the nine months ended September 30, 2002 and 2001
(incorporated by reference to Exhibit 99.2 to Timken's Current Report
filed on Form 8-K on December 24, 2002).
(3) Audited Combined Financial Statements of Ingersoll-Rand Engineered
Solutions Business (an operating business unit of Ingersoll-Rand Company
Limited) for the years ended December 31, 2002, 2001 and 2000
(incorporated by reference to Exhibit 99.1 to Timken's Current Report
filed on Form 8-K on February 7, 2003).
(b) Unaudited Pro Forma Financial Statements of Timken as of and for the year
ended December 31, 2001 and the nine months ended September 30, 2002
(incorporated by
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reference to the information included under the caption "Unaudited Pro
Forma Financial Information" in the prospectus supplement relating to
Timken's 5.75% Notes due 2010 deemed to be included in Amendment No. 6 to
Timken's Registration Statement on Form S-3 (File No. 333-100731), filed
February 13, 2003).
(c) Exhibits.
2.1 Amendment No. 1 to the Purchase Agreement, dated as of February 18,
2003.*
23.1 Consent of PricewaterhouseCoopers LLP (incorporated by reference to
Exhibit 23.1 to Timken's Current Report filed on Form 8-K on
December 24, 2002 and Exhibit 23.1 to Timken's Current Report filed
on Form 8-K on February 7, 2003).
99.1 Press release dated February 18, 2003.
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* Amendment No. 1 to the Stock and Asset Purchase Agreement filed 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 Securities and Exchange Commission upon
request.
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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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William R. Burkhart
Senior Vice President and
General Counsel
Dated: February 18, 2003
EXHIBIT INDEX
Exhibit
No. Description
2.1 Amendment No. 1 to the Purchase Agreement, dated as of February 18,
2003.*
23.1 Consent of PricewaterhouseCoopers LLP (incorporated by reference to
Exhibit 23.1 to Timken's Current Report filed on Form 8-K on
December 24, 2002 and Exhibit 23.1 to Timken's Current Report filed
on Form 8-K on February 7, 2003).
99.1 Press release dated February 18, 2003.
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* Amendment No. 1 to the Stock and Asset Purchase Agreement filed 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 Securities and Exchange Commission upon
request.