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): September 9, 2009
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:
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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)) |
TABLE OF CONTENTS
On
July 29, 2009, The Timken Company (the “Company”) and
JTEKT Corporation (the “Buyer”)
entered into a definitive Sale and Purchase Agreement (the “Purchase Agreement”). Pursuant to the
terms of the Purchase Agreement, the Buyer agreed to acquire the Company’s Needle Roller
Bearings business (the “NRB business”). In connection with
the pending sale of the NRB business, the
Company is providing an unaudited condensed pro forma consolidated balance sheet as of June 30,
2009 and unaudited condensed pro forma statements of consolidated income for the six months ended
June 30, 2009 and the years ended December 31, 2008, December 31, 2007 and December 31, 2006, which
are included in Exhibit 99.1 to this Current Report.
The
Company had previously disclosed that it expected to incur a pretax
loss on the sale of the NRB business of
approximately $20 million to $60 million upon completion of such sale. The Company currently
expects to incur an after-tax loss on the sale of the NRB business of
up to approximately $20 million upon
completion of such sale.
The change in the expected amount of loss on the sale of the NRB
business was primarily due to foreign currency translation
adjustments.
The expected loss is only an estimate and is subject to change based on
final balance sheet amounts and jurisdictional tax computations, as of the effective date of the sale.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit |
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99.1
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Unaudited condensed pro forma consolidated balance sheet as of June
30, 2009 and unaudited condensed pro forma statements of
consolidated income for the six months ended June 30, 2009 and the
years ended December 31, 2008, December 31, 2007 and December 31,
2006 |
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