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
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Date of Report (Date of earliest event reported):
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September 29, 2006 |
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THE TIMKEN COMPANY
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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| 1-1169
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34-0577130 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 1835 Dueber Avenue, S.W., Canton, Ohio
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44706-2798 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(330) 438-3000
(Registrant’s Telephone Number, Including Area Code)
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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
At a conference call for investors and analysts on September 29, 2006, James W. Griffith,
President and CEO of The Timken Company, will deliver prepared remarks. A summary of those remarks
is attached as Exhibit 99.1 to this report and incorporated by this reference.
Certain statements in the attached summary of remarks by James W. Griffith (including
statements regarding the Company’s estimates and expectations) that are not historical in nature
are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act
of 1995. The Company cautions that actual results may differ materially from those projected or
implied in forward-looking statements due to a variety of important factors, including: the
conclusion of the Company’s third quarter of 2006 and the financial statements for the quarter; the
Company’s ability to respond to the changes in its end markets, especially the North American
automotive industry; fluctuations in raw material and energy costs and the operation of the
Company’s surcharge mechanisms; changes in the financial health of the Company’s customers; and the
impact on operations of general economic conditions, higher raw material and energy costs,
fluctuations in customer demand and the Company’s ability to achieve the benefits of its future and
ongoing programs and initiatives, including the implementation of its Automotive Group
restructuring, the rationalization of the Company’s Canton bearing operations, manufacturing
transformation and rationalization activities. These and additional factors are described in
greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005,
page 65, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
The Company undertakes no obligation to update or revise any forward-looking statement.
This information shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference into a filing under the Securities Act of
1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
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| Exhibits. |
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99.1
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Summary of prepared remarks by James W. Griffith, President and
CEO of The Timken Company delivered at a conference call on
September 29, 2006. |
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