-----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, IJtRC6ACWZ3fNI8dfb9i/C6ypfUFLJZcrIqQoZEseYBKw2ZOo3YT5nw+TLSk9wt/ L/gEcrcfPt84mlumVXl5gQ== 0000950152-07-002566.txt : 20070326 0000950152-07-002566.hdr.sgml : 20070326 20070326103740 ACCESSION NUMBER: 0000950152-07-002566 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01396 FILM NUMBER: 07716851 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 10-K/A 1 l25374ae10vkza.txt EATON CORP. 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE YEAR ENDED DECEMBER 31, 2006 ------------------------------------ Commission file number 1-1396 ----------------------------- EATON CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 34-0196300 ------------------------------- ----------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) Eaton Center Cleveland, Ohio 44114-2584 ---------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip code)
(216) 523-5000 ---------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ----------------------------- ------------------------------- Common Share ($.50 par value) The New York Stock Exchange The Chicago Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past ninety days. Yes X Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (Check one): Large accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). No X Page 1 The aggregate market value of Common Stock held by non-affiliates of the registrant as of June 30, 2006 was $11.3 billion. As of January 31, 2007, there were 146.2 million Common Shares outstanding. EXPLANATORY NOTE ---------------- Eaton Corporation is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2007 (the "Original Report"), solely for the purpose of adding the conformed signatures of its directors to Exhibit 24, the Power of Attorney. Due to oversight, the signatures of the directors were not transposed from the originally executed Power of Attorney to the copy actually filed with the EDGAR version of the Original Report. Accordingly, a corrected Exhibit 24 is filed herewith. Except as specifically indicated herein, no other information included in the Annual Report on Form 10-K for the year ended December 31, 2006 is amended by this Amendment No. 1 on Form 10-K/A. Page 2 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - ---------------------------------------------------- (3) Exhibits 24 Power of Attorney - Filed in conjunction with this Form 10-K/A 31.1 Certification of Form 10-K/A (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K/A 31.2 Certification of Form 10-K/A (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K/A
Page 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Eaton Corporation ---------------------------------- Registrant Date: March 26, 2007 /s/ Richard H. Fearon ----------------------------------- Richard H. Fearon Executive Vice President - Chief Financial and Planning Officer Page 4 EX-24 2 l25374aexv24.txt EX-24 EATON CORPORATION 2006 ANNUAL REPORT ON FORM 10-K/A ITEM 15(b) EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint, Richard H. Fearon, Billie K. Rawot or William J. Nowak his or her true and lawful attorney, for him or her and in his or her name, place and stead to subscribe, 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, to its Annual Report on Form 10-K for the year ended December 31, 2006 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby 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 Annual Report on Form 10-K or amendment thereto filed after December 31, 2007. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio this 24th day of January, 2007. /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 - ------------------------------- Billie K. Rawot, Vice President and Controller; Principal Accounting Officer /s/ Christopher M. Connor /s/ Michael J. Critelli - -------------------------------- ---------------------------- Christopher M. Connor Director Michael J. Critelli Director /s/ Charles E. Golden /s/ Ernie Green - -------------------------------- ---------------------------- Charles E. Golden Director Ernie Green Director /s/ Ned C. Lautenbach /s/ Deborah L. McCoy - -------------------------------- ---------------------------- Ned C. Lautenbach Director Deborah L. McCoy Director /s/ John R. Miller /s/ Gregory R. Page - -------------------------------- ---------------------------- John R. Miller Director Gregory R. Page Director /s/ Victor A. Pelson /s/ Gary L. Tooker - -------------------------------- ---------------------------- Victor A. Pelson Director Gary L. Tooker Director
Page 5 EX-31.1 3 l25374aexv31w1.txt EX-31.1 EATON CORPORATION 2006 ANNUAL REPORT ON FORM 10-K/A ITEM 15(b) EXHIBIT 31.1 CERTIFICATION I, Alexander M. Cutler, certify that: 1. I have reviewed this report on Form 10-K/A of Eaton Corporation; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: March 26, 2007 /s/ Alexander M. Cutler ------------------------------------ Alexander M. Cutler Chairman and Chief Executive Officer; President Page 6 EX-31.2 4 l25374aexv31w2.txt EX-31.2 EATON CORPORATION 2006 ANNUAL REPORT ON FORM 10-K/A ITEM 15(b) EXHIBIT 31.2 CERTIFICATION I, Richard H. Fearon, certify that: 1. I have reviewed this report on Form 10-K/A of Eaton Corporation; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: March 26, 2007 /s/ Richard H. Fearon ------------------------------ Richard H. Fearon Executive Vice President - Chief Financial and Planning Officer Page 7 -----END PRIVACY-ENHANCED MESSAGE-----