- Current report filing (8-K)
30 Novembre 2012 - 10:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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): November 30, 2012
THE TIMKEN
COMPANY
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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1-1169
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34-0577130
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1835 Dueber Avenue, S.W., Canton, Ohio
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44706-2798
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(Address of Principal Executive Offices)
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(Zip Code)
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(330) 438-3000
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 30, 2012, certain subsidiaries of The Timken Company (the Company) entered into a $200 million Amended and Restated Receivables Purchase Agreement (the RPA) with
SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch (BTMU), as Managing Agents, and BTMU, as Agent. Under the terms of the RPA and certain related receivables sale agreements, as amended (collectively, the
Asset Securitization Facility), The Timken Corporation and MPB Corporation, wholly owned subsidiaries of the Company, sell, on an ongoing basis, certain trade receivables to Timken Receivables Corporation, another wholly owned
subsidiary, that in turn sells undivided interests, and grants security interests, in the trade receivables to a vehicle that issues commercial paper in the short-term commercial paper market and to other financial institutions. Availability under
the RPA is limited by certain calculations relating principally to the outstanding balance of eligible receivables. The Asset Securitization Facility matures on November 30, 2015 and replaces the Companys previous asset securitization
facility dated as of November 10, 2010.
As of November 30, 2012, there were no amounts outstanding under the Asset
Securitization Facility. Any amounts outstanding under this facility would be reported on the Companys consolidated balance sheet under short-term debt.
A copy of the RPA is filed as Exhibit 10.1 hereto. Copies of the related receivables sales agreements are filed as Exhibits 10.2 and 10.3 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 11, 2010 and are incorporated herein by reference. Copies of amendments to the related receivables sale agreements are filed as Exhibits 10.2 and 10.3 hereto. The foregoing description of the Asset Securitization
Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the RPA and the related receivables sale agreements, which are incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
Item 9.01
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Financial Statements and Exhibits.
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10.1
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Amended and Restated Receivables Purchase Agreement dated as of November 30, 2012 among: Timken Receivables Corporation, The Timken Corporation, the Purchasers from time to
time parties thereto, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.
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10.2
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Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement dated as of November 30, 2012 between The Timken Corporation and Timken Receivables
Corporation.
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10.3
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Amendment No. 1 to Receivables Sale Agreement dated as of November 30, 2012 between MPB Corporation and Timken Receivables Corporation.
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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.
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THE TIMKEN COMPANY
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By:
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/s/ William R. Burkhart
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William R. Burkhart
Senior
Vice President and General Counsel
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Date: November 30, 2012
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amended and Restated Receivables Purchase Agreement dated as of November 30, 2012 among: Timken Receivables Corporation, The Timken Corporation, the Purchasers from time to
time parties thereto, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.
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10.2
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Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement dated as of November 30, 2012 between The Timken Corporation and Timken Receivables
Corporation.
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10.3
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Amendment No. 1 to Receivables Sale Agreement dated as of November 30, 2012 between MPB Corporation and Timken Receivables Corporation.
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4
Grafico Azioni Timken (NYSE:TKR)
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Da Giu 2024 a Lug 2024
Grafico Azioni Timken (NYSE:TKR)
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Da Lug 2023 a Lug 2024