-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ETR0cDMvebvAZZjlsDFypZFsOMbvci/wjztE+OUCQFGILI8K0rGJRFO1ufpbS8jW G3PwDdDXvjU4ATt6WmXKZA== 0000950152-03-008368.txt : 20030922 0000950152-03-008368.hdr.sgml : 20030922 20030919195625 ACCESSION NUMBER: 0000950152-03-008368 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030918 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030922 FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01169 FILM NUMBER: 03903339 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 8-K/A 1 l03179ae8vkza.txt THE TIMKEN COMPANY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): SEPTEMBER 18, 2003 ------------------- THE TIMKEN COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) OHIO - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-1169 34-0577130 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 1835 DUEBER AVENUE, S.W., CANTON, OHIO 44706-2798 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (330) 438-3000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ITEM 9. REGULATION FD DISCLOSURE The Timken Company issued a press release on September 18, 2003. This Form 8-K is being filed solely to correct a typographical error. The amount paid by The Timken Company in connection with the Torrington acquisition was $840 million, not $860 million. A copy of the corrected press release is attached as Exhibit 99.1 to this report and incorporated herein by this reference. This information is not "filed" pursuant to the Securities Exchange Act of 1934 and is not incorporated by reference into any registration statements under the Securities Act of 1933.
Exhibits. --------- 99.1 The Timken Company Press Release dated September 18, 2003 (corrected).
2 SIGNATURES 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 ------------------------------------------- William R. Burkhart Senior Vice President and General Counsel Date: September 19, 2003 3 EXHIBIT INDEX
Exhibit Number Description of Document ------ ----------------------- 99.1 The Timken Company Press Release dated September 18, 2003 (corrected).
EX-99.1 3 l03179aexv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE - -------------------------------------------------------------------------------- MEDIA CONTACT: WORLDWIDE LEADER IN BEARINGS AND STEEL Denise L. Bowler Manager - Communications Planning & Integration (330) 471-3485 www.timken.com/media INVESTOR CONTACT: Kevin R. Beck Manager - Investor Relations (330) 471-7181 TIMKEN COMPANY LOWERS EARNINGS OUTLOOK; ANNOUNCES CHANGES IN AUTOMOTIVE GROUP CANTON, Ohio, Sept. 18 -- The Timken Company (NYSE: TKR) today announced it is lowering its earnings guidance for the third quarter and the year as a result of a decline in North American automotive demand, continuation of manufacturing inefficiencies in the company's automotive group and higher-than-expected raw materials costs affecting its steel group. "Our automotive performance is disappointing, and we are taking additional actions to address it," said James W. Griffith, president and CEO. "As the Big 3 auto makers have moved to cut production levels, we have experienced steeper volume declines in our automotive group than we had anticipated. North American passenger car production has been particularly hard hit. This has exacerbated the performance challenges which our automotive plants have experienced in recent months and will further delay the benefits of our restructuring efforts." The company is continuing to reduce employment globally to achieve the benefits of its rationalization programs and to adjust to falling demand. It also continues to focus on cost reduction and additional spending cuts are being made. More than 900 positions are expected to be eliminated during the second half of the year, with about 700 of these in the automotive business. -more- Denise L. Bowler Kevin R. Beck Mail Code: GNW-37 Mail Code: GNE-26 1835 Dueber Avenue, S.W. 1835 Dueber Avenue, S.W. P.O. Box 6932 P.O. Box 6928 Canton, OH 44706-0932 U.S.A. Canton, OH 44706-0928 U.S.A Telephone: (330) 471-3485 Telephone: (330) 471-7181 Facsimile: (330) 471-4118 Facsimile: (330) 471-3810 THE TIMKEN COMPANY e-mail: bowlerd@timken.com E-mail: beckk@timken.com
-2- The company also announced plans to reorganize the automotive business to better leverage the combination of Timken and Torrington and drive improvements in its manufacturing operations. As a result of these changes, Karl Kimmerling, president -Automotive, has left the company. Mr. Griffith has assumed direct operational control of the automotive group during this transition period. He led the company's automotive organization from 1996 - 1999. "Karl has made many important contributions to both our automotive and steel groups during his 24-year career with the company, and we wish him well in future endeavors," Mr. Griffith said. The company's steel group also has been hurt by the decline in passenger car production rates as well as higher raw material costs. It has raised prices on certain products and reduced spending to mitigate the impact of these negative factors. The company's outlook for the industrial group has remained unchanged, with industrial markets expected to remain flat through the end of the year. The $840 million Torrington acquisition in February 2003 has created opportunities to strengthen the company and position Timken for long-term global competitiveness. The company still expects to achieve $20 million in annualized pretax savings this year from the integration. Despite the shortfall in earnings in both the Torrington and Timken businesses, the acquisition is expected to be neutral to slightly accretive to earnings per share for 2003. "U.S. manufacturing continues to lag the rest of the economy, with this recovery the slowest on record," Mr. Griffith said. "While economists recently have noted some improvement in the manufacturing sector, we have seen very little evidence of a turnaround in the markets we serve." The company is revising its earnings estimates for the third quarter to be in the range of $0.00 to $0.05, excluding special items. For the year, it anticipates earnings to be in the range of $0.45 to THE TIMKEN COMPANY -3- $0.60, excluding special items. The company had previously provided guidance of $0.10 to $0.15 per share for the third quarter and $0.80 to $0.95 per share for the full year, excluding special items. The company plans to hold a teleconference to discuss its outlook on September 19 at 2 p.m. Eastern Time. Live Dial-In: (706) 634-0975 (Call in 10 minutes prior to 2 p.m. to be included.) Replay Dial-In: (706) 645-9291 (Beginning at 5 p.m. ET on September 19 through midnight, September 26). Dial-In and Replay Passcodes: 2902772. Live Webcast: www.timken.com. The Timken Company is a leading international manufacturer of highly engineered bearings, alloy and specialty steels and components, and a provider of related products and services. Following its February 2003 acquisition of The Torrington Company, Timken employs 28,000 people worldwide in operations in 29 countries. In 2002, the combined companies had sales of approximately $3.8 billion. Certain statements in this news release (including statements regarding the Company's forecasts, beliefs and expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions that actual results may differ materially from those projected or implied in forward-looking statements due to a variety of important factors, including: uncertainties in both timing and amount, if any, of actual benefits realized through the integration of Torrington with Timken's operations and the timing and amount of the resources required to achieve those results; risks associated with diversion of management's attention from operations during the integration process; risks associated with the greater level of debt associated with the acquisition; issues associated with the impact of recent accounting pronouncements; and the impact on operations of general economic conditions, higher raw material and energy costs, the cyclicality of the Company's business, customer demand and the Company's ability to achieve the benefits of its ongoing programs, including the implementation of its manufacturing transformation and rationalization activities. These and additional factors are described in greater detail in the Company's Prospectus Supplement dated February 11, 2003 relating to the offering of the Company's common stock, in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, in the Company's 2002 Annual Report, page 47, and in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2003. The Company undertakes no obligation to update or revise any forward-looking statement. Reconciliation of Outlook Information. Expected net income per share for the third quarter and the full year excludes special items. For the third quarter we expect to exclude the following special THE TIMKEN COMPANY -4- items: impairment and restructuring, integration/reorganization expenses and cumulative effect in accounting principle. Examples of special items excluded for the full year include the special items previously mentioned, plus payments under the Continued Dumping and Subsidy Offset Act (CDSOA.) It is not possible at this time to identify the potential amount or significance of these special items. We cannot predict whether we will receive any payments under the CDSOA in 2003 and if so, in what amount. If we do receive any CDSOA payments, they will be received in the fourth quarter. ### THE TIMKEN COMPANY -----END PRIVACY-ENHANCED MESSAGE-----