UNITED STATES 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): December 8, 2006
The Timken Company
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-1169
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34-0577130 |
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(330) 438-3000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 8, 2006, The Timken Company (the “Company”) and its subsidiaries, Latrobe Steel
Company (“Latrobe Steel”) and Timken Alloy Steel Europe Limited (“Timken Alloy”), entered into a
Stock Purchase Agreement (the “Stock Purchase Agreement”) with Toolrock Holding, Inc. (the
“Purchaser”) and its subsidiary, Toolrock Acquisition LLC (“Acquisition Sub”). Pursuant to the
terms of the Stock Purchase Agreement, the Purchaser has acquired all of the outstanding capital
stock of Latrobe Steel (the “Purchase”). A copy of the press release announcing the entry into the
Stock Purchase Agreement and the completion of the Purchase is filed
as Exhibit 99.1 hereto. The description of the Stock Purchase
Agreement contained herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Stock
Purchase Agreement, a copy of which is filed as Exhibit 10.1
hereto and is incorporated by reference.
The
Purchaser paid an aggregate purchase price of approximately $215 million in
cash for the capital stock of Latrobe Steel, subject to a post-closing working capital adjustment.
The Purchase also entailed the assumption of Latrobe Steel’s retirement plan obligations under
the collective bargaining agreement covering current and former Latrobe Steel employees. In
connection with the Purchase, the Company has agreed to pay approximately $21 million to terminate
an operating lease.
In
accordance with applicable accounting principles, the results
of Latrobe Steel will be reclassified to discontinued operations for
2006 and preceding years. The sale will have a negative impact on Timken’s earnings in the near term.
Latrobe Steel’s sales for 2005 were approximately $345 million, or nearly seven percent of the
Company’s overall sales for that period. For the first nine months of this year, the estimated
impact on the Company’s Steel Group is approximately $266 million in sales and approximately $42
million in EBIT.