-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJcO7p0EUcMQFoSWzQgNIiwk968T7S1Weec74XfpulO+5fZAj4Gv0WeNvM1Jc7/C lAAWsiD6bxfulBvZkYaZwQ== 0000031277-97-000005.txt : 19970222 0000031277-97-000005.hdr.sgml : 19970222 ACCESSION NUMBER: 0000031277-97-000005 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-58295 FILM NUMBER: 97526696 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 S-3/A 1 Registration No. 33-58295 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 2 (Post-Effective Amendment No. 1) To FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ EATON CORPORATION (Exact Name of Registrant as Specified in its Charter) Ohio 34-0196300 (State or Other (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114-2584 (216) 523-5000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) E.R. Franklin, Secretary Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114-2584 (216) 523-5000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) EATON CORPORATION ------------------ DE-REGISTRATION OF REMAINING SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-58295 On March 29, 1995 (subsequently amended on May 17, 1995), Eaton Corporation ("Eaton"), an Ohio corporation, having its principal executive office at Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114-2584, filed with the Securities and Exchange Commission a Registration Statement on Form S-3 for the registration of 1,599,988 of its Common Shares, $ 0.50 par value per share (the "Shares"), which Shares had been acquired by the former shareholders of Lectron Products, Inc. (the "Selling Shareholders") pursuant to an Agreement and Plan of Merger dated as of November 4, 1994, among Eaton, Eaton Michigan Corporation, a Michigan corporation wholly-owned by Eaton ("Merger Sub"), and Lectron Products, Inc., a Michigan corporation ("Lectron"), providing for the merger (the "Merger") of Merger Sub with and into Lectron and Lectron being the surviving corporation of the Merger. Each common share of Lectron issued and outstanding immediately prior to the Merger (other than common shares held in the treasury of Lectron or owned by any subsidiary of Lectron), was converted into the right to receive 1.7506715 Common Shares of Eaton in the Merger. In connection with the receipt of the Shares in the Merger, with certain limitations, the Selling Shareholders were entitled to effect the distribution of their shares from time to time in one or more transactions on the open market or in privately negotiated transactions, or in a combination of such methods of sale. The purpose of the Registration Statement was to permit the Selling Shareholders to offer for sale or to sell their Shares at such time and at such prices as they, in their sole discretion, chose. As of the date of this Amendment, any remaining shares held by the Selling Shareholders have satisfied the holding period requirements of Rule 144 promulgated under the Securities Exchange Act of 1933 and, accordingly, may be sold pursuant to the applicable provisions, including volume limitations, imposed by that Rule. Eaton hereby amends the Registration Statement to reflect the de-registration of the remaining shares held by the Selling Shareholders. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 (Post-Effective Amendment No. 1) to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, and State of Ohio, on February 12, 1997. Eaton Corporation, Registrant By: /s/ David M. O'Loughlin Attorney-in-fact for the officers and directors signing in the capacities indicated Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 (Post-Effective Amendment No. 1) to Form S-3 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature and Title Date STEPHEN R. HARDIS, Chairman and Chief Executive Officer; Principal Executive Officer; Director ALEXANDER M. CUTLER, President and Chief Operating Officer; Director ADRIAN T. DILLON, Vice President -- Chief Financial and Planning Officer; Principal Financial Officer RONALD L. LEACH, Vice President -- Accounting; Principal Accounting Officer NEIL A. ARMSTRONG, Director February 12, 1997 PHYLLIS B. DAVIS, Director ERNIE GREEN, Director CHARLES E. HUGEL, Director JOHN R. MILLER, Director FURMAN C. MOSELEY, Director VICTOR A. PELSON, Director A. WILLIAM REYNOLDS, Director GARY L. TOOKER, Director The undersigned by signing his name hereto, executes this Amendment No. 2 (Post-Effective Amendment No. 1) to Form S-3 Registration Statement pursuant to a Power of Attorney executed by the above-named officers and directors of the Registrant and filed with the Securities and Exchange Commission as Exhibit 24 hereto. By: /s/ David M. O'Loughlin Attorney-in-fact for the officers and directors signing in the capacities indicated EXHIBIT INDEX Exhibit Number Description 4(a)* Amended Articles of Incorporation of Eaton Corporation, filed as Exhibit 3(i) to Form 8-K dated May 19, 1994 and incorporated herein by reference. 4(b)* Amended Regulations of Eaton Corporation, filed as Exhibit (a)(3)3 to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. 4(c)* Instruments defining rights of security holders, including indentures (pursuant to Regulation S-K Item 601(b)(4), the Company agrees to furnish to the Commission, upon request, a copy of the instruments defining the rights of holders of long-term debt of the Company and its subsidiaries). 5* Opinion of G.L. Gherlein, Executive Vice President and General Counsel, as to the validity of the Common Shares registered. 23(a)* Consent of Ernst & Young LLP. 23(b)* Consent of G.L. Gherlein, Executive Vice President and General Counsel, contained in his opinion filed as Exhibit 5 to this Registration Statement. 24 Power of Attorney. * Previously filed with the Commission as Exhibits with the same respective numbers to Eaton Corporation's Registration Statement on Form S-3, filed with the Commission on March 29, 1995. EX-24 2 EXHIBIT 24 -- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint, GERALD L. GHERLEIN, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M. O'LOUGHLIN OR JANE W. GRISWOLD his or her true and lawful attorney, for him or her and in his or her name, place and stead to affix, as attorney-in-fact, his or her signature as director or officer or both, as the case may be, of Eaton Corporation, an Ohio corporation (the "Corporation"), to any and all amendments filed with the Securities and Exchange Commission with respect to Registration Statement No. 33-58295 registering Common Shares of the Corporation issued in connection with the acquisition of all of the stock of Lectron Products, Inc., giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue thereof. This Power of Attorney shall not apply to any amendment filed after December 31, 1998. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 22th day of January, 1997. /s/ Stephen R. Hardis /s/ Alexander M. Cutler Stephen R. Hardis, Chairman and Alexander M. Cutler, President Chief Executive Officer; Principal and Chief Operating Officer; Executive Officer; Director Director /s/ Adrian T. Dillon /s/ Ronald L. Leach Adrian T. Dillon, Vice President- Ronald L. Leach, Vice Chief Financial and Planning President--Accounting; Officer; Principal Financial Principal Accounting OfficerOfficer /s/ Neil A. Armstrong /s/ Phyllis B. Davis Neil A. Armstrong, Director Phyllis B. Davis, Director /s/ Ernie Green /s/ Charles E. Hugel Ernie Green, Director Charles E. Hugel, Director /s/ John R. Miller /s/ Furman C. Moseley John R. Miller, Director Furman C. Moseley, Director /s/ Victor A. Pelson /s/ A. William Reynolds Victor A. Pelson, Director A. William Reynolds, Director /s/ Gary L. Tooker Gary L. Tooker, Director -----END PRIVACY-ENHANCED MESSAGE-----