-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OJyjaWt438EGI09K7r30fE30u+mD1iSbQfxDdX6DC8LU+r9XiYljy8mHHuRiTA5Z Pg2TnTv9aBzJObjUrwE72A== 0000950152-94-000365.txt : 19940404 0000950152-94-000365.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950152-94-000365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940328 ITEM INFORMATION: 2 FILED AS OF DATE: 19940330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-01396 FILM NUMBER: 94519310 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 EATON CORPORATION 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): March 28, 1994 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 - ---------------------------- ----------------------------- (Address of principal Zip Code executive offices)
(216) 523-5000 ------------------------------ Registrant's telephone number, including area code 2 Item 5. Other Events. - ------- ------------ On March 28, 1994, Eaton Corporation (the "Company") entered into an underwriting agreement (the "Debentures Underwriting Agreement") with Lehman Brothers Inc. (the "Debentures Underwriter"). Pursuant to the Debentures Underwriting Agreement, the Company agreed to sell to the Debentures Underwriter, and the Debentures Underwriter agreed to purchase from the Company, upon and subject to the terms and conditions set forth in the Debentures Underwriting Agreement, $100,000,000 aggregate principal amount of the Company's 7 5/8% Debentures due April 1, 2024 (the "Debentures"). The Debentures were registered pursuant to a Registration Statement on Form S-3 (File No. 33-52333) (the "1994 Registration Statement"), filed by the Company with the Securities and Exchange Commission ("Commission") on February 18, 1994 and made effective on March 9, 1994, covering the offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, of up to $600,000,000 aggregate principal amount of the Company's securities. Information concerning the Debentures and related matters is set forth in the Prospectus dated March 28, 1994 and the Prospectus Supplement dated March 28, 1994 filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on March 30, 1994. The Debentures will be issued under and in accordance with the Indenture dated as of April 1, 1994 (the "1994 Indenture"), between the Company and Chemical Bank as Trustee. Forms of the 1994 Indenture and the Debentures were filed with the 1994 Registration Statement as Exhibits 4(a) and 4(b) thereto, respectively. The information set forth in each such exhibit is hereby incorporated herein by reference. Also on March 28, 1994, the Company entered into an underwriting agreement (the "Notes Underwriting Agreement") with Lehman Brothers Inc. (the "Notes Underwriter"). Pursuant to the Notes Underwriting Agreement, the Company agreed to sell to the Notes Underwriter, and the Notes Underwriter agreed to purchase from the Company, upon and subject to the terms and conditions set forth in the Notes Underwriting Agreement, $100,000,000 aggregate principal amount of the Company's 6 3/8% Notes due April 1, 1999 (the "Notes"). The Notes were registered pursuant to a Registration Statement on Form S-3 (File No. 33-48851) (the "1992 Registration Statement"), filed by the Company with the Commission on July 30, 1992 and made effective on August 4, 1992 covering the offering on a delayed or continuous basis pursuant to Rule 415 under the 3 Securities Act of 1933, of up to $200,000,000 aggregate principal amount of the Company's securities. Information concerning the Notes and related matters is set forth in the Prospectus dated March 28, 1994 and the Prospectus Supplement dated March 28, 1994, filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on March 30, 1994. The Notes will be issued under and in accordance with the Senior Indenture dated as of August 1, 1992 (the "1992 Indenture"), between the Company and The First National Bank of Chicago as Trustee. Forms of the 1992 Indenture and the Notes were filed with the 1992 Registration Statement as Exhibits 4(a) and 4(b) thereto, respectively. The information set forth on each such exhibit is hereby incorporated herein by reference. Reference is made to the Computation of Ratio of Earnings to Fixed Charges filed as Exhibit 12(a) hereto, and to the Computation of Pro Forma Ratio of Earnings fo Fixed Charges filed as Exhibit 12(b) hereto, giving pro forma effect to reflect the change in the Company's ratio of earnings to fixed charges as a result of the sale by the Company of the Debentures and the Notes as described herein. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (c) Exhibits 12 (a) Computation of Ratio of Earnings to Fixed Charges 12 (b) Computation of Pro Forma Ratio of Earnings to Fixed Charges 4 SIGNATURE Pursuant to the requirements 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 /s/ G. L. Gherlein ------------------------- G. L. Gherlein Executive Vice President and General Counsel DATE: March 30, 1994 5 Current Report on Form 8-K Eaton Corporation EXHIBIT INDEX
Exhibit Number Exhibit Description - ------- ------------------------------------------------------------------ 12(a) Computation of Ratio of Earnings to Fixed Charges 12(b) Computation of Pro Forma Ratio of Earnings to Fixed Charges
g:\document\oloughli\sec\form8k.394 EX-12.A 2 EATON CORPORATION 8-K EX-12(A) 1 EXHIBIT 12(a) EATON CORPORATION RATIO OF EARNINGS TO FIXED CHARGES (MILLIONS OF DOLLARS)
YEARS ENDED DECEMBER 31 ----------------------- 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- Income before income assets....................... $262 $181 $101 $271 $363 Adjustments: Interest expense............................... 75 89 83 82 82 Interest expense of 50% owned associate companies................................. 1 1 1 1 1 Amortization of debt issue costs............... 0 1 0 2 1 Portion of rent expense representing interest.. 14 15 16 18 18 Interest expense capitalized in prior periods and amortized in current period........... 5 4 3 3 2 Minority interest in income(losses) of consolidated subsidiaries................. (3) 4 2 3 1 Adjust recorded net income of 50% owned associate companies to 50% of income before income taxes....................... 4 0 7 9 9 Undistributed income (losses) of 20% to less than 50% owned associate companies and wholly-owned finance subsidiaries held for sale.................................. 2 0 0 (5) (5) ---- ---- ---- ---- ---- Income as adjusted........................ $360 $295 $213 $384 $472 ==== ==== ==== ==== ==== Fixed charges: Interest expense............................... $ 75 $ 89 $83 $ 82 $82 Interest expense of 50% owned associate companies................................. 1 1 1 1 1 Amortization of debt issue costs............... 0 1 0 2 1 Interest expense capitalized................... 12 8 7 9 7 Portion of rent expense representing interest.. 14 15 16 18 18 ---- ---- ---- ---- ---- Total fixed charges....................... $102 $114 $107 $112 $109 ==== ==== ==== ==== ==== Ratio of earnings to fixed charges................ 3.53 2.59 1.99 3.43 4.33
EX-12.B 3 EATON CORPORATION 8-K EX-12(B) 1 EXHIBIT 12(b) Eaton Corporation
Pro Forma Ratio - Ratio of Earnings to Fixed Charges Year Ended Dec. 31, 1993 (Millions of Dollars) ------------------------------------ Historical Adjustments Pro Forma ---------- ----------- --------- (1) Income before income taxes $262 ($14) $248 Adjustments: Interest expense 75 14 89 Interest expense of 50% owned associate companies 1 1 Amortization of debt issue costs 0 0 Portion of rent expense representing interest 14 14 Interest expense capitalized in prior periods and amortized in current period 5 5 Minority interest in income (losses) of consolidated subsidiaries (3) (3) Adjust recorded net income of 50% owned associate companies to 50% of income before income taxes 4 4 Undistributed income (losses) of 20% to less than 50% owned associate companies and wholly-owned finance subsidiaries held for sale 2 2 --------------------------------- Income as adjusted $360 $ 0 $360 ================================= Fixed charges: Interest expense $ 75 $14 $ 89 Interest expense of 50% owned associate companies 1 1 Amortization of debt issue costs 0 0 Interest expense capitalized 12 12 Portion of rent expense representing interest 14 14 --------------------------------- Total fixed charges $102 $14 $116 ================================= Ratio of earnings to fixed charges 3.53 3.10 - ------------- (1) Pro Forma Interest Expense Adjustment
Notes Debentures ----- ---------- Principal amount of Notes & Debentures $100 $100 Interest rate 6.375% 7.625% -------------------- Interest expense 6 $ 8 Interest expense on Debentures 8 ----- Total pro forma interest expense adjustment $ 14(1) =====
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