TIMKEN CO — Director's Dealing 2003

Feb 28, 2003

3 1 form3227031.htm STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

FORM 3	OMB APPROVAL
	OMB Number 3235-0104 Expires: January 31, 2005
U.S. SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549	Estimated average burden hours per
response.......................... 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

| 1. Name and
Address of Reporting Person Ingersoll-Rand Company — (Last) (First) (Middle) 200 Chestnut Ridge
Road, | 2. Date of
Event Requiring Statement (Month/Day/Year) February 18, 2003 — 5. Relationship
of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer Other (give title below)
(specify below) | | 6. If
Amendment, Date of Original (Month/Day/Year) |
| --- | --- | --- | --- |
| (Street) Woodcliff Lake, New Jersey 07677 | 3. IRS or
Social Security Number of Reporting Person (Voluntary) 13-51566402 | | 7. Individual
or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than one Reporting Person |
| (City) (State) (Zip) | Table I - Non-Derivative Securities Beneficially
Owned | | |
| 1. Title of
Security (Instr. 4) | 2. Amount of
Securities Beneficially Owned (Instr. 4) | 3. Ownership
Form: Direct (D) or Indirect (I) | 4. Nature of
Indirect Beneficial Ownership (Instr. 5) |
| Common
Stock | 9,395,973 | D
(1) | |

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly Page 1 of 3

• If the form is filed by more than one reporting person, see instruction 5(b)(v).

TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

| 1.Title of Derivative Security (Instr. 4) — Date Exercisable | Expiration Date | 3. Title
and Amount of Securities Underlying Derivative Security (Instr. 4) — Title | Amount or Number of
Shares |
| --- | --- | --- | --- |

| Explanation
of Responses: — (1) Ingersoll-Rand Company directly owns these
shares and each of Ingersoll-Rand Global Holding Company (the parent company of Ingersoll-Rand Company), Limited Ingersoll-Rand
(Barbados) Holding Incorporated (the
parent company of Ingersoll-Rand Global Holding Company) and Ingersoll-Rand
Company Limited (the parent company of Limited Ingersoll-Rand (Barbados) Holding
Incorporated) may be deemed to be an
indirect beneficial owner of the shares for purposes of Section 16 of the
Act. ** Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | /s/ Ronald
G. Heller | February
27, 2003 |
| --- | --- | --- |
| Note: File
three copies of this Form, one of which must be manually signed. | (Ronald G. Heller) | Date |
| If space is insufficient, see Instruction 6 for procedure. | Vice-President & Secretary | |

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ATTACHMENT TO FORM 3

Joint Filer Information

Reporting Person: Ingersoll-Rand Global Holding Company Limited

Address: c/o Codan Services Limited Clarendon House, 2 Church Street Hamilton HM 11 Bermuda

Designated Filer: Ingersoll-Rand Company

Name of Issuer & Ticker Symbol: The Timken Company (TKR)

Date of Event: February 18, 2003

Signature: /s/ Ronald G. Heller (Ronald G. Heller) Vice-President

Reporting Person: Ingersoll-Rand (Barbados) Holding Incorporated

Address: c/o David King & Co. First Floor, Trident House, Lower Broad Street Bridgetown, Barbados

Designated Filer: Ingersoll-Rand Company

Name of Issuer & Ticker Symbol: The Timken Company (TKR)

Date of Event: February 18, 2003

Signature: /s/ Ronald G. Heller (Ronald G. Heller) Secretary

Reporting Person: Ingersoll-Rand Company Limited

Address: 2 Church Street Hamilton HM 11 Bermuda

Designated Filer: Ingersoll-Rand Company

Name of Issuer & Ticker Symbol: The Timken Company (TKR)

Date of Event: February 18, 2003

Signature: /s/ Ronald G. Heller (Ronald G. Heller) Vice-President & Secretary

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