1.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 7, 2002
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THE TIMKEN COMPANY
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(Exact name of registrant as specified in charter)
Ohio 1-1169 34-0577130
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 438-3000
ITEM 5. Other Events and Regulation FD Disclosure
The Timken Company is furnishing herewith the Statements under Oath of its
President and Chief Executive Officer and its Executive Vice President-Finance
and Administration regarding facts and circumstances relating to Exchange Act
Filings as Exhibits 99.1 and 99.2, respectively, which are included herein.
James W. Griffith, President and Chief Executive Officer of The Timken Company
and Glenn A. Eisenberg, Executive Vice President-Finance and Administration of
The Timken Company, signed these statements on August 5 2002. The statements
were filed with the Securities and Exchange Commission (SEC) on August 6, 2002
pursuant to the SEC's Order No. 4-460 (June 27, 2002).
Item 7. Financial Statements and Exhibits
The following exhibits are included herein:
99.1 Statement under Oath of President and Chief Executive Officer regarding
Facts and Circumstances relating to Exchange Act filings99.2 Statement under Oath of Executive Vice President-Finance and Administration
regarding Facts and Circumstances relating to Exchange Act filings
SIGNATURE
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
/s/ William R. Burkhart
William R. Burkhart
Senior Vice President and
General Counsel
Dated: August 7, 2002
EXHIBIT INDEX
Exhibit Description
99.1 Statement under Oath of Principal Executive Officer
regarding Facts and Circumstances relating to Exchange Act
filings
99.2 Statement under Oath of Principal Financial Officer regarding
Facts and Circumstances relating to Exchange Act Filings
Exhibit 99.1
Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, James W. Griffith, President and Chief Executive Officer of The Timken
Company (the "Company") state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
the Company, and, except as corrected or supplemented in a subsequent covered
report:
* no covered report contained an untrue statement of a material fact as of the
end of the period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which
they were made, not misleading as of the end of the period covered by such report
(or in the case of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* Annual Report on Form 10-K for the year ended December 31, 2001 of the Company;
* all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of the Company filed with the Commission subsequent to the filing of
the Form 10-K identified above; and
* any amendments to any of the foregoing.
/s/ James W. Griffith
James W. Griffith Subscribed and sworn to
President and Chief Executive Officer before me this 5th day of
The Timken Company August, 2002.
August 5, 2002 /s/ Janine M. Owesney
Notary Public
My Commission Expires: 9-29-03
Exhibit 99.2
Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Glenn A. Eisenberg, Executive Vice President - Finance and Administration
of The Timken Company (the "Company") state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
the Company, and, except as corrected or supplemented in a subsequent covered
report:
* no covered report contained an untrue statement of a material fact as of the
end of the period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which
they were made, not misleading as of the end of the period covered by such
report (or in the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* Annual Report on Form 10-K for the year ended December 31, 2001 of the Company;
* all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of the Company filed with the Commission subsequent to the filing of
the Form 10-K identified above; and
* any amendments to any of the foregoing.
/s/ Glenn A. Eisenberg
Glenn A. Eisenberg Subscribed and sworn to
Executive Vice President - Finance before me this 5th day of
and Administration August, 2002.
The Timken Company
August 5, 2002 /s/ Janine M. Owesney
Notary Public
My Commission Expires: 9/29/03
