As filed with the Securities and Exchange Commission on August 27, 1999 Registration No. 333-62501 ======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________ THE TIMKEN COMPANY (Exact name of registrant as specified in its charter) Ohio 34-0577130 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ___________________ 1835 Dueber Avenue, N.W. Canton, Ohio 44706-2798 (Address and Zip Code of Principal Executive Offices) __________________ THE SALARIED ASSOCIATES RETIREMENT SAVINGS PLAN OF CANADIAN TIMKEN, LIMITED (Full title of the plan) __________________ Larry R. Brown Senior Vice President and General Counsel 1835 Dueber Avenue, N.W. Canton, Ohio 44706-2798 (Name and address of agent for service) (334) 438-3000 (Telephone number, including area code, of agent for service) ______________________________ This Post-Effective Amendment is being filed solely to remove from registration securities that were registered and will not be offered. This Post-Effective Amendment to the Registration Statement shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933. ============================================================================ Page 1 of 4 Termination of Registration The Timken Company (the "Company") filed its Registration Statement No. 333-62501 on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission on August 31, 1998 in order to effect the registration of 10,000 shares of the Company's Common Stock, without par value (the "Common Stock"), for offering to certain employees under The Salaried Associates Retirement Savings Plan of Canadian Timken, Limited (the "Plan"). No employee contributions to the Plan have been invested in Common Stock, and none are permitted under the Plan as it is now being operated. Accordingly, this Post-Effective Amendment is being filed to remove from registration all the shares of Common Stock registered for purposes or the Plan, which remain unsold. =================================================================== Page 2 of 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, The Timken Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 18 day of August, 1999. THE TIMKEN COMPANY By/s/Gene E. Little Gene E. Little Senior Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date *W.R. Timken, Jr. Chairman, President and August 18, 1999 W.R. Timken, Jr. Chief Executive Officer (Principal Executive Officer); Director /s/Gene E. Little Senior Vice President - August 18, 1999 Gene E. Little Finance (Principal Financial and Accounting Officer) *J. Clayburn LaForce, Jr. Director August 18, 1999 J. Clayburn LaForce, Jr. Director August 18, 1999 Stanley C. Gault Director August 18, 1999 John A. Luke, Jr. *Robert W. Mahoney Director August 18, 1999 Robert W. Mahoney *Jay A. Precourt Director August 18, 1999 Jay A. Precourt *John M. Timken, Jr. Director August 18, 1999 John M. Timken, Jr. ============================================================================ Page 3 of 4 Signature Title Date *Ward J. Timken Director August 18, 1999 Ward J. Timken *Joseph F. Toot, Jr. Director August 18, 1999 Joseph F. Toot, Jr. *Martin D. Walker Director August 18, 1999 Martin D. Walker *Charles H. West Director August 18, 1999 Charles H. West *Alton W. Whitehouse Director August 18, 1999 Alton W. Whitehouse *The undersigned by signing his name hereto, does sign and execute this Post-Effective Amendment No. 1 pursuant to a Power of Attorney executed on behalf of the above-indicated officers and directors of The Timken Company and previously filed as an Exhibit to the Registration Statement on behalf of each such person. By/s/Gene E. Little Gene E. Little, Attorney-in-fact August 18, 1999 ============================================================================= Page 4 of 4