TIMKEN CO — Director's Dealing 2002

Nov 1, 2002

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). | STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of
the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940 | OMB
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Timken, Jr., W. R. | 2. Issuer Name and Ticker or Trading Symbol The Timken Company (TKR) | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) The Timken Company 1835 Dueber Avenue, S.W. | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Day/Year 10/30/02 | |
| (Street) Canton , OH 44706 | | 5. If Amendment, Date of Original (Month/Day/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
| (City) (State) (Zip) | Table
I — Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | |

| 1. Title of Security (Instr. 3) | 2. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4) | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or (D) | Price | | | |
| Common Stock | | | | | | | 300,412 | D | |
| Common Stock | 10/30/02 | I | | 11,163.4792 | D | 17.65 | 0 | I | Savings Inv. Plan |
| Common Stock | | | | | | | 50,000 | I | By Spouse (1) |
| Common Stock | | | | | | | 43,248 | I | Co-Trustee (2) |
| Common Stock | | | | | | | 43,248 | I | Co-Trustee (3) |
| Common Stock | | | | | | | 43,248 | I | Co-Trustee (4) |
| Common Stock | | | | | | | 43,248 | I | Co-Trustee (5) |
| Common Stock | | | | | | | 24,000 | I | Co-Trustee (6) |
| Common Stock | | | | | | | 1,000 | I | Co-Trustee (7) |
| Common Stock | | | | | | | 557,500 | I | Co-Trustee (8) |
| Total | | | | | | | 1,105,904 | | |

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

| 1. Title of Derivative
Security (Instr. 3) | 2. Conver- sion or Exercise Price of Derivative Security | | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5) | | 6. Date Exercisable and Expiration Date (Month/Day/ Year) | | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) | | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | |
| Restricted Stock Units | Note (9) | | | | Note (9) | Note (9) | Common Stock | 2,559 | 1 | D |
| Restricted Stock Units | Note (10) | | | | Note (10) | Note (10) | Common Stock | 5,388 | 1 | D |
| Restricted Stock Units | Note (11) | | | | Note (11) | Note (11) | Common Stock | 10,324 | 1 | D |
| Options to buy | 18.6875 | | | | Note (12) | 4/18/05 | Common Stock | 28,000 | 1 | D |
| Options to buy | 22.0625 | | | | Note (13) | 4/16/06 | Common Stock | 31,000 | 1 | D |
| Options to buy | 26.4375 | | | | Note (14) | 4/15/07 | Common Stock | 80,000 | 1 | D |
| Options to buy | 33.75 | | | | Note (15) | 4/21/08 | Common Stock | 90,000 | 1 | D |
| Options to buy | 19.4375 | | | | Note (16) | 11/18/08 | Common Stock | 10,000 | 1 | D |
| Options to buy | 19.5625 | | | | Note (17) | 4/20/09 | Common Stock | 127,000 | 1 | D |
| Options to buy | 15.875 | | | | Note (18) | 4/18/10 | Common Stock | 135,000 | 1 | D |
| Options to buy | 15.02 | | | | Note (19) | 4/17/11 | Common Stock | 135,000 | 1 | D |
| Options to buy | 25.40 | | | | Note (20) | 4/16/12 | Common Stock | 100,000 | 1 | D |
| Total | | | | | | | | | 12 | |

Explanation of Responses: (1) DISCLAIMER: Undersigned disclaims any beneficial ownership (2) By self as Co-Trustee for W.R. Timken Trust IV FBO Kristin Cole Timken DISCLAIMER: Undersigned disclaims any beneficial ownership (3) By self as Co-Trustee for W.R. Timken Trust V FBO Henry H. Timken II DISCLAIMER: Undersigned disclaims any beneficial ownership (4) By self as Co-Trustee for W.R. Timken Trust VI FBO W.R. Timken III DISCLAIMER: Undersigned disclaims any beneficial ownership (5) By self as Co-Trustee for W.R. Timken Trust VII FBO Mark P. Timken DISCLAIMER: Undersigned disclaims any beneficial ownership (6) By self as Co-Trustee for W.R. Timken Trust FBO Great Grandchildren DISCLAIMER: Undersigned disclaims any beneficial ownership (7) By self as Co-Trustee for Riley Roux Timken Irrevocable Trust DISCLAIMER: Undersigned disclaims any beneficial ownership (8) By self as Co-Trustee for Trust U/Will of H.H. Timken, Jr. (9) Reflects rights to receive shares of Common Stock earned as dividend equivalents on employee stock options granted under The Timken Company 1985 Incentive Plan or Long-Term Incentive Plan pursuant to a transaction exempt under Rule 16b-3. Each unit is equivalent to one share of Common Stock which is distributable following termination of employment. (10) Reflects rights to receive shares of Common Stock earned as dividend equivalents on employee stock options granted under The Timken Company 1985 Incentive Plan or Long-Term Incentive Plan pursuant to a transaction exempt under Rule 16b-3. Each unit is equivalent to one share of Common Stock which is distributable one year following termination of employment. (11) Reflects the crediting of contingent rights to receive shares of Common Stock earned as dividend equivalents on employee stock options granted under The Timken Company 1985 Incentive Plan or Long-Term Incentive Plan pursuant to a transaction exempt under Rule 16b-3. Each unit is equivalent to one share of Common Stock which vests on December 31, 2002, or under other specified circumstances. (12) Option was granted to the reporting person under the Timken Company Long-Term Incentive Plan pursuant to an exemption under Rule 16b-3. Option becomes exercisable in annual 25 percent increments beginning on April 18, 1996, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event. Option includes rights to receive dividend equivalents payable in shares of common stock on a deferred basis. (13) Employee stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning on April 16,1997, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event. Option includes rights to receive dividend equivalents payable in shares of common stock on a deferred basis. (14) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 16,1998, the first anniversary of the date of the grant. (15) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 21,1999, the first anniversary of the date of the grant. (16) Employee stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes 100 percent exercisable on May 18, 2000, eighteen months after the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event. (17) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 20, 2000, the first anniversary of the date of the grant. (18) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 18, 2001, the first anniversary of the date of the grant. (19) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 17, 2002, the first anniversary of the date of the grant. (20) Same as (13) above, except option becomes exercisable in annual 25 percent increments beginning on April 16, 2003, the first anniversary of the date of the grant.

By: /s/ W.R. Timken, Jr **Signature of Reporting Person 11/1/02 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.