Item 1.
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Security and Issuer
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This Schedule 13D/A constitutes the eighth amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the
SEC
) on November 28, 2012 and amended by Amendment No.1, No. 2, No. 3, No. 4, No. 5, No. 6 and No. 7 filed by the Reporting Persons with the SEC on January 18, 2013, February 19, 2013, February 27, 2013, July 3, 2013, August 5, 2013, December 18, 2013 and July 10, 2014 (the Statement) with respect to the common stock, $0.00 par value (the
Shares
), of The Timken Company (the
Issuer
or the
Company
). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.
Item 2.
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Identity and Background
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This Statement is being filed by Relational Investors Mid-Cap Fund I, L.P. (
MC I
), Relational Investors Mid-Cap Fund II, L.P. (
MC II
), Relational Coast Partners, L.P. (
RCP
), Relational Fund Partners, L.P. (
RFP
), RH Fund 1, L.P.
(RH 1)
,
Relational Investors IX, L.P. (
RI IX
), Relational Investors XV, L.P. (
RI XV
), Relational Investors XVI, L.P.
(RI XVI)
, Relational Investors XX, L.P. (
RI XX
), Relational Investors XXIII, L.P. (
RI XXIII
),
Relational Investors XXIV, L.P. (
RI XXIV
)
and Relational Co-Investment Fund I, L.P. (
RCF I
) collectively, the Relational LPs. Each of the Relational LPs is a Delaware limited partnership. The principal business of each is securities investment.
This Statement is also being filed by Relational Investors, LLC (
RILLC
), a Delaware limited liability company. The principal business of RILLC is being the sole general partner or sole managing member of the general partner of certain investment partnerships, including the Relational LPs and the investment adviser of certain client managed accounts, the
Managed Accounts
. The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs, and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.
This Statement is also being filed by Ralph V. Whitworth and David H. Batchelder. Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over certain securities covered by this Statement. As such, Messrs. Whitworth and Batchelder may be deemed to have indirect beneficial ownership of such securities, but, each of Mr. Whitworth and Mr. Batchelder disclaim beneficial ownership of the Shares except to the extent of his pecuniary interest therein. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the
Reporting Persons
).
During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The business address of each of the Relational Entities is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.
Messrs. Whitworth and Batchelder are citizens of the United States.
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(b) See item (a) above.
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(c) Information concerning open market transactions in the Shares by the Reporting Persons during the past 60 days not previously reported is set forth in Exhibit A filed with this Statement.
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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.
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(e) Not applicable.
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Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the joint filing agreement between and among the Reporting Persons attached hereto as Exhibit B, and except for the investment discretion and voting authority described in Item 2 of this Statement and in the respective partnership agreements and investment management agreements of the Relational LPs and Managed Accounts which each contain provisions whereby RILLC may, after certain adjustments, receive a percentage of realized or unrealized profits, if any, derived from that partnerships or managed accounts investments, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2014
RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RH F
und
1, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
RELATIONAL INVESTORS XX, L.P.
RELATIONAL INVESTORS XXIII, L.P.
RELATIONAL INVESTORS XXIV, L.P.
RELATIONAL CO-INVESTMENT FUND I, L.P.
By:
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RELATIONAL INVESTORS, LLC
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as general partner to each,
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By:
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/s/ Ralph V. Whitworth
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Ralph V. Whitworth, Principal
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RELATIONAL INVESTORS, LLC
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By:
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/s/ Ralph V. Whitworth
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Ralph V. Whitworth, Principal
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/s/ Ralph V. Whitworth
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Ralph V. Whitworth
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/s/ David H. Batchelder
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David H. Batchelder
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