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
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Date of Report (Date of earliest event reported): |
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August 13, 2014 |
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THE TIMKEN COMPANY |
(Exact Name of Registrant as Specified in its Charter) |
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Ohio |
(State or Other Jurisdiction of Incorporation) |
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1-1169 |
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34-0577130 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4500 Mt. Pleasant St., N.W., North Canton, Ohio 44720 |
(Address of Principal Executive Offices) (Zip Code) |
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(234) 262-3000 |
(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.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
On August 13, 2014, The Timken Company announced the
commencement and subsequent pricing of a private offering of $350.0 million aggregate principal amount of 3.875% senior notes due 2024 (the Notes) in an offering exempt from the registration requirements of the Securities Act of 1933
(the Securities Act). Pursuant to Rule 135c of the Securities Act, The Timken Company is filing the press releases issued August 13, 2014 as Exhibits 99.1 and 99.2 hereto and each are incorporated herein by this reference.
The Notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
This information shall not be deemed to be filed for the
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
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99.1 |
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Press Release of The Timken Company announcing commencement of private offering dated August 13, 2014 |
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99.2 |
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Press Release of The Timken Company announcing pricing of private offering dated August 13, 2014 |
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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
Executive Vice President, General Counsel and Secretary |
Date: August 14, 2014
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EXHIBIT INDEX
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Ex. No. |
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Description |
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99.1 |
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Press Release of The Timken Company announcing commencement of private offering dated August 13, 2014 |
99.2 |
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Press Release of The Timken Company announcing pricing of private offering dated August 13, 2014 |
Exhibit 99.1
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NEWS RELEASE |
Timken Announces Proposed Offering
of $300 Million in Senior Notes Due 2024
NORTH CANTON, Ohio: Aug. 13, 2014 The Timken Company (NYSE: TKR) today announced it is planning an offering of $300 million in aggregate
principal amount of senior notes due 2024 (the Notes).
A portion of the net proceeds from this offering will be used to repay the
$250 million aggregate principal amount outstanding at maturity on the companys 6 percent unsecured senior notes due September 2014. The remaining proceeds will be used for general corporate purposes.
The Notes offering will be made in a private transaction that is exempt from the registration requirements of the Securities Act of 1993 (the
Securities Act). Within the United States, the Notes will only be offered to investors who are qualified institutional buyers, as defined in Rule 144A under the Securities Act. Outside the United States, the Notes will only
be offered to investors who are persons other than U.S. persons, as defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. Timken intends to enter into a registration rights agreement in connection with the Notes offering pursuant to which Timken will file a registration statement covering the
exchange or the resale of the Notes.
This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any
security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About The Timken
Company
The Timken Company (NYSE: TKR) engineers, manufactures and markets Timken®
bearings, transmissions, gearboxes, chain, and related products, and offers a spectrum of power system rebuild and repair services around the world. Timken has a global team of 17,000 people and posted $3 billion in sales in 2013 (excluding
Steel business sales).
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Media Contact: |
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Investor Contact: |
Gloria Irwin |
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Steve Tschiegg |
Communications Manager |
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Director Capital Markets & Investor Relations |
4500 Mount Pleasant St. N.W. |
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4500 Mount Pleasant St. N.W. |
North Canton, OH 44720 U.S.A. |
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North Canton, OH 44720 U.S.A. |
Telephone: 234.262.3514 |
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Telephone: 234.262.7446 |
mediarelations@timken.com |
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steve.tschiegg@timken.com |
Exhibit 99.2
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NEWS RELEASE |
Timken Announces Pricing of Offering
of Senior Notes
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Private Offering Includes $350 Million in Aggregate Principal of 3.875 Percent, Due 2024 |
NORTH
CANTON, Ohio: Aug. 13, 2014 The Timken Company (NYSE: TKR) today announced pricing of $350 million aggregate principal amount of 3.875 percent senior notes due 2024 (the Notes). The Notes will be issued at
98.901 percent of par and the offering is expected to close on August 20, 2014, subject to customary closing conditions.
The Notes
offering is being made in a private transaction that is exempt from the registration requirements of the Securities Act of 1993 (the Securities Act). Within the United States, the Notes are only being offered to investors who are
qualified institutional buyers, as defined in Rule 144A under the Securities Act. Outside the United States, the Notes are only being offered to investors who are persons other than U.S. persons, as defined in Rule 902 under
the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
A portion of the net proceeds from this
offering will be used to repay the $250 million aggregate principal amount outstanding at maturity on the companys 6 percent unsecured senior notes due September 2014. The remaining proceeds will be used for general corporate
purposes.
The Notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements. Timken intends to enter into a registration rights agreement in connection with the Notes offering pursuant to which Timken will file a registration statement
covering the exchange or the resale of the Notes.
This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes
or any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About The
Timken Company
The Timken Company (NYSE: TKR) engineers, manufactures and markets
Timken® bearings, transmissions, gearboxes, chain, and related products, and offers a spectrum of power system rebuild and repair services around the world. Timken has a global team of 17,000
people and posted $3 billion in sales in 2013 (excluding Steel business sales).
Certain statements in this release (including statements
regarding the companys estimates and expectations) that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation
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Reform Act of 1995. In particular, the statements regarding the companys expectations for the closing of the Notes offering and its use of the net proceeds therefrom are forward-looking.
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 discussed in the companys filings with the Securities and Exchange Commission,
including the companys Annual Report on Form 10-K for the year ended Dec. 31, 2013, quarterly reports on Form 10-Q and current reports on Form 8-K. Except as required by the federal securities laws, the company undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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Media Contact: Gloria Irwin
Communications Manager 4500 Mount Pleasant St. N.W.
North Canton, OH 44720 U.S.A. Telephone: 234.262.3514
mediarelations@timken.com |
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Investor Contact: Steve Tschiegg
Director Capital Markets & Investor Relations 4500 Mount Pleasant St.
N.W. North Canton, OH 44720 U.S.A. Telephone: 234.262.7446
steve.tschiegg@timken.com |
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Grafico Azioni Timken (NYSE:TKR)
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