-----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, CQHVGDOXKon3mPrpJmMNDGWR2cZvheoxlSo9VBqVgxGba0F3cTdfI8nzkLXtNZsO ZFWboDa/6DGX4sBgWnBrPQ== 0000031277-99-000005.txt : 19990412 0000031277-99-000005.hdr.sgml : 19990412 ACCESSION NUMBER: 0000031277-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990409 ITEM INFORMATION: FILED AS OF DATE: 19990409 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: 8-K SEC ACT: SEC FILE NUMBER: 001-01396 FILM NUMBER: 99590679 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 1999 Eaton Corporation - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-1396 34-0196300 - ----------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) Eaton Center, Cleveland, Ohio 44114-2584 - --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (216) 523-5000 -------------- Registrant's telephone number, including area code Page 2 ITEM 5. OTHER EVENTS Eaton Corporation today said it will complete at the close of business today the acquisition of Aeroquip-Vickers, Inc., a global manufacturer of engineered components and systems for industrial, aerospace and automotive markets, for $1.7 billion. Today's announcement follows overwhelming acceptance of a $58 dollar a share offer for all outstanding shares by Aeroquip- Vickers stockholders at a special meeting held in Maumee, Ohio, yesterday. Stephen R. Hardis, Eaton Chairman and Chief Executive Officer, said, "When we announced our intent to acquire Aeroquip- Vickers on February 1, we indicated that this transaction was designed to give us global leadership in mobile and industrial hydraulics, as well as in the area of hoses and couplings. The more we learn about the organization, the more encouraged we have become about our global prospects. "We have used the interim period between the February 1, 1999 announcement and the conclusion of the transaction today to plan the most effective means of integrating these businesses with Eaton's existing franchises. We have done this by creating teams comprised of full-time, proven managers from within Eaton and Aeroquip-Vickers, and their task is to study organizational, manufacturing and marketing alignments in order to determine the most effective ongoing structure for these businesses. We are very pleased with the speed at which the teams are moving, and the progress they are making. "What these teams have seen to date increases our confidence that this acquisition will create over $1 billion of value for our owners. We will soon be announcing the organizational structure for the combined operations. That leadership, working with the integration teams, will be responsible for achieving the operational synergies we have identified and for setting the future direction of these businesses." Aeroquip is a global leader in the manufacture of products that include all pressure ranges of hose, fittings, adapters, couplings and other fluid connectors, plus precision molded and extruded plastic products. Vickers is a leading worldwide producer of hydraulic pumps, motors and cylinders; electronic and hydraulic controls; electric motors and drives; filtration products; and fluid- evaluation products and services. The two companies had combined sales of $2.1 billion for 1998. Eaton Corporation is a global manufacturer of highly engineered products that serve industrial, vehicle, construction, commercial and semiconductor markets. Principal products include electrical power distribution and control equipment, truck drivetrain systems, engine components, hydraulic products, ion implanters and a wide variety of controls. Headquartered in Cleveland, the company has 49,500 employees and 155 manufacturing sites in 25 countries around the world. Sales for 1998 were $6.6 billion. These numbers do not reflect the effect of the Aeroquip-Vickers, Inc. acquisition. Page 3 The forward-looking statements in this news release should be used with caution. They are subject to various risks and uncertainties, many of which are outside the control of the companies. Important factors which could cause actual results to differ materially from those in the forward-looking statements include changes in global economic and financial conditions, labor strikes, the markets for hydraulics, hose and couplings around the world and Eaton's ability to successfully implement the integration. Page 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. EATON CORPORATION ----------------- (Registrant) /s/ Adrian T. Dillon ---------------------------- Adrian T. Dillon Executive Vice President- Chief Financial and Planning Officer Date: April 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----