UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Timken Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
887389104
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No: 887389104
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KeyCorp
I.R.S. Employer Identification No. 34-6542451
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
Not Applicable
(b)
Not Applicable
3.
SEC Use Only ........................................................
4.
Citizenship or Place of Organization
State of Ohio
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
3,932,914
6.
Shared Voting Power
341,540
7.
Sole Dispositive Power
2,929,423
8.
Shared Dispositive Power
4,793
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,294,254
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
Not Applicable
11.
Percent of Class Represented by Amount in Row (9)
6.78%
12.
Type of Reporting Person (See Instructions)
HC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Item 1.
(a)
Name of Issuer
Timken Co.
(b)
Address of Issuer's Principal Executive Offices
1835 Dueber Avenue Southwest
Canton, OH 44706-2798
Item 2.
(a)
Name of Person Filing
KeyCorp
(b)
Address of Principal Business Office or, if none, Residence
127 Public Square
Cleveland, OH 44144-1306
(c)
Citizenship
United States, State of Ohio
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
887389104
Item 3.
If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(g)
[ X ]
A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 4,294,254
(b)
Percent of class: 6.78%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
3,932,914
(ii)
Shared power to vote or to direct the vote
341,540
(iii)
Sole power to dispose or to direct the disposition of
2,929,423
(iv)
Shared power to dispose or to direct the disposition of
4,793
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Not Applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
If any 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, such
securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Identification: KeyBank National Association
Classification: (B) Banks as defined by Section 3 (A) (6) of the act
Identification: Victory Capital Management Inc. and McDonald Investments, Inc.
Classification: Registered investment advisor
Item 8.
Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j)and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to sections 240.13d-1(c) or 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10.
Certification
(b)
The following certification shall be included if the statement is filed pursuant
To Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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.
February 14, 2003
Date
/s/ Diane L. Wozniak
Signature
Diane L. Wozniak, Assistant Vice President
Name/Title