-----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, MDc9xwViyuIsKYkaFKRfmvx87NVbb906OjNb/TQSi6+Mei4WLATBXbkwoQnxkpu0 10ysRBIr2x/WHVeOjXGWGg== 0000950152-03-005904.txt : 20030603 0000950152-03-005904.hdr.sgml : 20030603 20030603084025 ACCESSION NUMBER: 0000950152-03-005904 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-74355 FILED AS OF DATE: 20030603 EFFECTIVENESS DATE: 20030603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-105786 FILM NUMBER: 03729081 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 S-3MEF 1 l01263asv3mef.txt EATON CORPORATION S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2003 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ EATON CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 34-0196300 (IRS EMPLOYER IDENTIFICATION NO.) 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, Vice President and Secretary Eaton Corporation, Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114-2584, (216) 523-4103 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to: JONATHAN JEWETT Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: From time to time after the effective date of this Registration Statement. ------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] No. 333-74355 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE - --------------------------------------------------------------------------------------------------------------------------- Common Shares, par value 50c per share................................ $47,850,000 100% $47,850,000 $3,872
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by Eaton Corporation with the Securities and Exchange Commission (file No. 333-74355) pursuant to the Securities Act of 1933, as amended, and declared effective on May 26, 1999 is incorporated by reference into this Registration Statement. EXHIBIT INDEX
EXHIBIT EXHIBIT NUMBER DESCRIPTION ------- ----------- 5 -- Opinion of J. R. Horst, Vice President and General Counsel, as to validity of the Securities. 23(a) -- Consent of Ernst & Young LLP. 23(b) -- Consent of J. R. Horst, Vice President and General Counsel, is contained in his opinion filed as Exhibit 5 to this Registration Statement. 24 -- Power of Attorney and certified resolutions of the Board of Directors.
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THE 2ND DAY OF JUNE 2003. EATON CORPORATION By /s/ RICHARD H. FEARON* Richard H. Fearon, Executive Vice President -- Chief Financial and Planning Officer By /s/ BILLIE K. RAWOT* Billie K. Rawot Vice President and Controller PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
NAME TITLE DATE ---- ----- ---- * Chairman and Chief Executive Officer; --------------------------------------- President; (Principal Financial Alexander M. Cutler Officer); Director * Executive Vice President -- Chief --------------------------------------- Financial and Planning Officer; Richard H. Fearon (Principal Financial Officer) * Vice President and Controller; --------------------------------------- (Principal Accounting Officer) Billie K. Rawot * Director --------------------------------------- Michael J. Critelli * Director --------------------------------------- Ernie Green * Director --------------------------------------- Ned C. Lautenbach * Director --------------------------------------- Deborah L. McCoy * Director --------------------------------------- John R. Miller * Director --------------------------------------- Victor A. Pelson * Director --------------------------------------- Gary L. Tooker
*By /s/ DAVID M. O'LOUGHLIN ----------------------------------- David M. O'Loughlin, Attorney-in-Fact for the officers and directors signing in the capacities indicated *By /s/ MARK HENNESSEY ----------------------------------- Mark Hennessey, Attorney-in-Fact for the officers and directors signing in the capacities indicated June 2, 2003 EX-5 3 l01263aexv5.txt EX-5 OPINION OF J.R. HOLST Exhibit 5 [EATON LETTERHEAD] June 2, 2003 Board of Directors Eaton Corporation Ladies and Gentlemen: I am furnishing this opinion for Eaton Corporation (the "Company") in connection with the Registration Statement (the "Registration Statement") on Form S-3 being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, relating to the offering of the Company's Common Shares (the "Common Shares"). I have examined the resolutions of the Board of Directors of the Company (the "Resolutions") authorizing the issuance, offering and sale of the Common Shares, and I have examined such corporate records of the Company and such other documents and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Common Shares have been duly authorized and, when issued and delivered pursuant to the authority granted in the Resolutions and against payment therefor, will be validly issued, fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ J. R. Horst ------------------------- J. R. Horst Vice President and General Counsel EX-23.A 4 l01263aexv23wa.txt EX-23.A CONSENT OF ERNST & YOUNG LLP Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS - ------------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-3) of Eaton Corporation dated June 2, 2003, filed pursuant to Rule 462(b), of our report dated January 20, 2003, with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Cleveland, Ohio June 2, 2003 EX-24 5 l01263aexv24.txt EX-24 POWER OF ATTORNEY 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, J. ROBERT HORST, EARL R. FRANKLIN, MARK HENNESSEY OR DAVID M. O'LOUGHLIN 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 registration statements and any amendments thereto filed with the Securities and Exchange Commission registering an aggregate amount of up to $1 billion (when added to the aggregate amounts available under the Corporation's currently effective registration statements, other than with respect to its employee or director benefit or compensation plans) of debt securities, warrants to purchase debt securities, preferred shares, common shares, warrants to purchase common shares or preferred shares, or combination thereof, 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 hereof. This Power of Attorney shall not apply to any registration statement or amendment filed after December 31, 2003. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 23rd day of April, 2003. /s/ Alexander M. Cutler /s/ Richard H. Fearon - --------------------------------- --------------------------------- Alexander M. Cutler, Chairman Richard H. Fearon and Chief Executive Officer; Executive Vice President -- Chief President; Principal Executive Financial and Planning Officer; Officer; Director Principal Financial Officer /s/ Billie K. Rawot /s/ Michael J. Critelli - --------------------------------- --------------------------------- Billie K. Rawot, Michael J. Critelli, Director Vice President and Controller; Principal Accounting Officer /s/ Ernie Green /s/ Ned C. Lautenbach - --------------------------------- --------------------------------- Ernie Green, Director Ned C. Lautenbach, Director /s/ Deborah L. McCoy /s/ John R. Miller - --------------------------------- --------------------------------- Deborah L. McCoy, Director John R. Miller, Director /s/ Victor A. Pelson /s/ Gary L. Tooker - --------------------------------- --------------------------------- Victor A. Pelson, Director Gary L. Tooker, Director CERTIFIED RESOLUTIONS --------------------- I, Mark Hennessey, the duly elected and acting Assistant Secretary of Eaton Corporation, do hereby certify that set forth below is a true and correct copy of resolutions duly adopted by the Eaton Corporation Board of Directors, which are in full force and effect as of the date hereof and which have not been amended or rescinded as of the date hereof: NOW, THEREFORE, BE IT RESOLVED: That the Company hereby is authorized from time to time to enter into and to effect "Borrowings," which means (i) credit agreements and borrowings undertaken to refinance credit facilities or borrowings in effect or outstanding on March 31, 2003 (such refinancing to include credit agreements and borrowings entered into within three months before or after expiration of an existing credit agreement or borrowing), or (ii) credit agreements and borrowings, including refinancings thereof, in an aggregate principal amount not to exceed $1 billion during any consecutive three-month period; and that the Borrowings shall have such terms and conditions as shall be approved by any two of the officers named below (the "Named Officers") or of the persons authorized by any two of the Named Officers by written power of attorney ("Designated Persons"): A. M. Cutler Chairman and Chief Executive Officer R. H. Fearon Executive Vice President - Chief Financial and Planning Officer E. R. Franklin Vice President and Secretary J. R. Horst Vice President and General Counsel R. E. Parmenter Vice President and Treasurer B. K. Rawot Vice President and Controller RESOLVED FURTHER: That the Company hereby is authorized from time to time to enter into and to effect equity financing ("Equity Financing"), utilizing common shares, preferred shares or both, in such amounts, from such sources and upon such terms and conditions, as shall be approved by the Pricing Committee of the Board established pursuant to this set of resolutions; provided that the number of common shares, common share equivalents and preferred shares issued in connection with such financing shall not have a market value (at the time or times of issuance) exceeding $500 million in the aggregate; - ------------------------------------------------------------------------------- RESOLVED FURTHER: That the Company is hereby authorized to prepare or cause to be prepared, and to file, one or more prospectuses, prospectus supplements, offering circulars and/or registration statements in connection with the Borrowings or Equity Financing as may be determined by any two of the Named Officers or Designated Persons, which prospectuses, prospectus supplements, offering circulars and/or registration statements shall contain such terms and conditions and be in such form as any two Named Officers or Designated Persons shall determine, and that any two of such Named Officers or Designated Persons are hereby authorized, in the name and on behalf of the Company, to sign such registration statement or statements and any and all amendments thereto as they may deem necessary or appropriate; provided, however, that the Company shall not proceed with any offering of the Borrowings or Equity Financing except in accordance with this set of resolutions. /s/ Mark Hennessey ---------------------------- Mark Hennessey Assistant Secretary Date: June 2, 2003 -----END PRIVACY-ENHANCED MESSAGE-----