UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FORREGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
The TimkenCompany
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4500 Mount Pleasant Street NW 44720-5450
North Canton, Ohio
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to beregistered eachclass is to be registered
4.125% Senior Notes due 2034 New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to GeneralInstructio
n A.(c) or (e), check the following box.
If this form relates to the registration of a class of securities pursuant
toSection 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) or (e), check the following box.
If this formrelates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box.
Securities Act registration statement or Regulation A offering statement file
number to which this form relates:
333-258382
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Timken Company (the "Registrant") has filed with the Securities and
Exchange Commission (the "Commission") pursuant toRule 424(b) under the
Securities Act of 1933, as amended, a prospectus supplement, dated May 16,
2024 (the "Prospectus Supplement") and the accompanying prospectus, dated
August 2, 2021 (the "Base Prospectus"),contained in the Registrant's effective
Registration Statement on Form
S-3
(Registration
No. 333-258382),
which Registration Statement was filed with theCommission on August 2, 2021,
relating to the securities to be registered hereunder. The Prospectus
Supplement relates to 600 million aggregate principal amount of 4.125% Senior
Notes due 2034 (the "Notes") issued by theRegistrant. The Registrant
incorporates by reference the Base Prospectus and the Prospectus Supplement to
the extent set forth below.
Item 1.Description of Registrant's Securities to be Registered.
The descriptions under the heading "Description of notes" inthe Prospectus
Supplement and "Description of debt securities" in the Base Prospectus are
incorporated by reference herein. Copies of such descriptions have been filed
with The New York Stock Exchange.
Item 2. Exhibits.
4.1 Indenture, dated as of March 28, 2022, by and between The Timken Company and U.S. Bank Trust Company, National
Association, as Trustee (incorporated by reference to Exhibit 4.1 to The Timken Company's Current Report on Form
8-K
(File
No. 1-1169),
filed on March 28, 2022).
4.2 Second Supplemental Indenture, dated as of May 23, 2024, by and
between The Timken Company and U.S. Bank Trust Company, National
Association, as Trustee (including Form of Note) (incorporated by
reference to Exhibit 4.1 to The Timken Company's Current Report on Form
8-K
(File
No. 1-1169),
filed on May 23, 2024).
4.3 Form of 4.125% Notes due2034 (included in Exhibit 4.2).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registrationstatement to be signed
on its behalf by the undersigned, thereto duly authorized.
The Timken Company
By: /s/ Philip D. Fracassa
Name: Philip D. Fracassa
Title: Executive Vice President and Chief
Financial Officer
Date: May 23, 2024