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
12/31/02

(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)

2A. Deemed
Execution
Date,
if any
(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

12/31/02

 

M

 

10,324

A

 

 

 

 

Common Stock

12/31/02

 

F

 

3,433

D

19.25

297,303

D

 

Common Stock

 

 

 

 

 

60,000

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

 

 

 

 

 

 

 

1,112,795

 

 
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

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

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)

8. Price of Derivative Security
(Instr. 5)

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)

11. Nature of Indirect Beneficial Ownership
(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)

12/31/02

 

M

 

 

10,324

Note(11)

Note(11)

Common Stock

0

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

11

 

 

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 issuance of shares in payment of deferred dividend credits on employee stock options which vested and became payable at the rate of one share for each dividend credit on December 31, 2002.
(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		 1/3/03
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.