The Timken Company Announces Public Offering
CANTON, Ohio, Oct. 15, 2003 -- The Timken Company today announced the public offering of 12,895,973 shares of its common stock at a public offering price of $15.85 per share. The shares offered include 9,395,973 shares held by Ingersoll-Rand Company, a selling stockholder, plus 3.5 million shares being sold by Timken. The transaction is expected to close on October 20, 2003. Timken intends to use the net proceeds of the approximately $55 million it receives from the offering to reduce debt and for general corporate purposes.
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Timken will not receive any of the proceeds from the sale of common stock by the selling stockholder. Ingersoll-Rand received the 9,395,973 shares earlier this year in connection with Timken's acquisition of The Torrington Company from Ingersoll-Rand.
Morgan Stanley & Co. Incorporated has managed the offering.
Registration Statements relating to these securities were filed and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectuses and prospectus supplement included in the registration statements. Copies of such documents may be obtained from Morgan Stanley, 1585 Broadway, New York, New York 10036, when available.
The Timken Company (http://www.timken.com/) is a leading international manufacturer of highly engineered bearings, alloy and specialty steels and components, and a provider of related products and services. Following its February 2003 acquisition of The Torrington Company, Timken employs 28,000 people worldwide in operations in 29 countries. In 2002, the combined companies had sales of approximately $3.8 billion.
Certain statements in this news release (including statements regarding the Company's forecasts, beliefs 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: uncertainties in both timing and amount, if any, of actual benefits realized through the integration of Torrington with Timken's operations and the timing and amount of the resources required to achieve those results; risks associated with the greater level of debt associated with the acquisition; and the impact on operations of general economic conditions, higher raw material and energy costs, the cyclicality of the Company's business, customer demand and the Company's ability to achieve the benefits of its ongoing programs, including the implementation of its manufacturing transformation and rationalization activities. These and additional factors are described in greater detail in the Company's Prospectus Supplement dated February 11, 2003 relating to the offering of the Company's common stock, in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, in the Company's 2002 Annual Report, page 47, in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2003, and in the prospectus supplement related to the offering described above. The Company undertakes no obligation to update or revise any forward-looking statement.
Media Contact: Carol A. Titus Communications Manager (330) 471-3757 www.timken.com/media Investor Contact: Kevin R. Beck Manager - Investor Relations (330) 471-7181Photo: http://www.newscom.com/cgi-bin/prnh/19991012/TKRLOGO
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