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): FEBRUARY 7, 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 5. OTHER EVENTS.
On October 16, 2002, The Timken Company ("Timken"), on behalf of itself
and certain of its subsidiaries, entered into a Stock and Asset Purchase
Agreement with Ingersoll-Rand Company Limited ("IR") to acquire IR's Engineered
Solutions business (the "Transaction"). The audited combined financial
statements of the Engineered Solutions business of IR for the years ended
December 31, 2002, 2001 and 2000 are included as Exhibit 99.1 to this report.
The Transaction is more fully described in previous Current Reports on Form 8-K
filed by Timken on October 16, 2002, October 17, 2002 and December 24, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Audited Combined Financial Statements of Ingersoll-Rand
Engineered Solutions Business (an operating business unit of
Ingersoll-Rand Company Limited) for the years ended December
31, 2002, 2001 and 2000.
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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.
THE TIMKEN COMPANY
By: /s/ William R. Burkhart
-----------------------
William R. Burkhart
Senior Vice President and General Counsel
Date: February 7, 2003
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