-----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, T+i749vrzfJ9GNcmH0BeQbKvJSVBZGKayLibMo7LhJ1OUBzHURwsgR+qBhXlafHp jPQt00APeoB7tqirSlHkzw== 0000950152-97-008081.txt : 19971117 0000950152-97-008081.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950152-97-008081 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971114 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 SEC ACT: SEC FILE NUMBER: 333-40243 FILM NUMBER: 97720423 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 1 EATON CORP S-3 1 As filed with the Securities and Exchange Commission on November 14, 1997 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 34-0196300 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) 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) Copies to: Raymond T. Sawyer, Esq. Thompson Hine & Flory LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114-1216 Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. 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. |_| 2 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
Proposed Maximum Proposed Maximum Title of Shares To Amount To Be Aggregate Price Aggregate Offering Amount of Be Registered Registered Per Unit(1) Price(1) Registration Fee(1) Common Shares, $.50 par value per 172,489 Shares $ 95.90625 $ 16,542,773.16 $ 5,012.96 Share
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act, based on the average of the high and low prices reported for Eaton Common Shares on the New York Stock Exchange, on November 12, 1997. ================================================================================ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. 3 PROSPECTUS EATON CORPORATION 172,489 COMMON SHARES This Prospectus relates to 172,489 Common Shares, $.50 par value per share, of Eaton Corporation, an Ohio corporation ("Eaton" or the "Company"), which are owned by the former shareholders of Cutler-Hammer IDT, Inc. (the "Selling Shareholders"). See "The Selling Shareholders." The 172,489 Eaton Common Shares covered by this Prospectus are referred to herein as the "Shares." All references to the Shares throughout this Prospectus shall be deemed to include the associated Rights. The Shares may be offered for sale from time to time by the Selling Shareholders in open market ordinary brokerage transactions on the New York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock Exchange, or the London Stock Exchange, in privately negotiated transactions at market prices prevailing at the time of sale or, in the case of private transactions, at negotiated prices. Whether or not any such sales will be made and the timing and amount of any sale is within the sole discretion of the Selling Shareholders. The Company will not receive any of the proceeds from the sale of the Shares. See "Plan of Distribution." The Shares were acquired by the Selling Shareholders pursuant to an Agreement and Plan of Merger dated as of June 19, 1997 (the "Merger Agreement"), by and among Eaton, IDT Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Eaton, and Cutler-Hammer IDT, Inc. ("IDT"), providing for the merger (the "Merger") of IDT with and into Merger Sub and Merger Sub being the surviving corporation of the Merger. As of the closing of the transactions contemplated by the Merger Agreement, each common share of IDT, without par value, issued and outstanding immediately prior to the Merger (other than common shares held in the treasury of IDT or owned by Eaton), was converted into the right to receive .504 Eaton Common Shares. Eaton Shares are listed on the New York Stock Exchange. On November 12, 1997, the average of the high and low prices of Eaton Common Shares on the New York Stock Exchange was $95 29/32. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is November 14, 1997. 4 No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering contained herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the Selling Shareholders. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. AVAILABLE INFORMATION --------------------- The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy material and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy material and other information concerning the Company and the Registration Statement (as defined herein) can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following Regional Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West Madison Street, 14th Floor, Suite 1400, Chicago, Illinois 60661-2511 and Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, at prescribed rates. In addition, the Commission maintains a public access site on the Internet at which site reports, information statements and other information, including all electronic filings, may be viewed. The address of the Internet site is http://www.sec.gov. Such reports, proxy material and other information concerning the Company and the Registration Statement can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104. This Prospectus constitutes part of a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement. Statements contained in this Prospectus or in any document incorporated by reference in this Prospectus are summaries that are not necessarily complete and, in each instance, reference is made to the copy of such document as filed. Each such statement is qualified in its entirety by such reference. The Registration Statement, including exhibits and schedules thereto, and documents or information incorporated by reference may be inspected without charge at the offices of the Commission, and copies of such materials may be obtained therefrom at prescribed rates. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ------------------------------------------------- The Company incorporates by reference into this Prospectus the following documents: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; 2. All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996; 5 3. The description of the Eaton Common Shares, $.50 par value per share, set forth in the registrant's Registration Statement under the Exchange Act, as amended to date, filed with the Commission pursuant to Section 12(b) of the Exchange Act, and the description of the associated Rights contained in the Company's Registration Statement on Form 8-A filed on July 5, 1995 registering such Rights under Section 12(b) of the Exchange Act; and 4. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Eaton Common Shares. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person receiving a copy of this Prospectus, upon that person's written or oral request, a copy (without exhibits, unless those exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates) of any documents incorporated by reference in this Prospectus. Requests for copies should be directed to Eaton Corporation, Shareholder Relations, Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114-2584 (telephone (216) 523-5000). THE COMPANY ----------- Eaton Corporation is a leading global manufacturer of highly engineered products which serve the automotive, industrial, construction, commercial, aerospace and marine markets. The Company offers high-quality products worldwide and derives a significant majority of its net sales from products that are number one or number two in the markets that they serve. Principal products include electrical power distribution and control equipment, truck transmissions and axles, engine components, hydraulic products, ion implanters and a wide variety of controls. Eaton's products are often essential components of products ranging from heavy duty trucks and home appliances to the Space Shuttle. Eaton maintains and expands its market positions by focusing on the development and production of high-quality, higher value-added products and by investing in superior product and process technologies. The Company's principal executive office is located at Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114-2584 and its telephone number is (216) 523-5000. THE SELLING SHAREHOLDERS ------------------------ All of the Shares offered hereby are owned by the Selling Shareholders and were acquired by the Selling Shareholders pursuant to the Merger Agreement. On August 27, 1997, IDT merged with and into Merger Sub, a wholly-owned subsidiary of Eaton, with Merger Sub being the surviving corporation. As of the closing of the transactions contemplated by the Merger Agreement, each IDT common share, without par value, issued and outstanding immediately prior to the Merger (other than common shares held in the treasury of IDT or owned by Eaton) was converted into a right to receive .504 Eaton Common Shares. 6 All of the Shares may be offered by the Selling Shareholders for sale hereunder. As of November 7, 1997, the Shares represented approximately .22% of the outstanding Eaton Common Shares. Since the Selling Shareholders may sell all or some or none of the Shares, no estimate can be made of the aggregate number of Shares that are to be offered hereby or that will be owned by the Selling Shareholders upon the completion of the offering contemplated by this Prospectus. The following table sets forth the name of each Selling Shareholder, the number of Eaton Common Shares held by each such person as of October 31, 1997, and the number of Shares which may be offered for the account of each such person. A number of the Selling Shareholders held positions or offices with Cutler-Hammer IDT, Inc. (formerly Eaton IDT, Inc. from May 1, 1990 to March 18, 1996), an affiliate of Eaton, prior to the date of the Merger and/or currently hold positions or offices with the company. The nature of the positions or offices held by the Selling Shareholders with Cutler-Hammer IDT, Inc. during the past three years is indicated in the table below. In addition, one of the Selling Shareholders currently holds positions with other Eaton affiliates and such positions are indicated in footnote 3 to the table below.
Number of Shares Number of Shares Positions or Offices Selling Held as of Which May Held With Cutler- Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc. ---------------------------------------------------------------------------------------------------------------- Joseph B. Beach 453.94 100.00 Senior Staff Engineer Anthony T. Bonina 1,701.31 1,134.00 Manager - Automation Services, Director - Customer & Product Support Thomas A. Bott 378.88 50.00 Lead Systems Support Engineer, Senior Systems Engineer Nancy S. Cooper 484.00 44.00 Executive Administrative Assistant, Assistant Secretary Marsha J. Cross 719.87 473.00 Senior Contracts Product Manager Anthony E. Dolciato 536.03 151.00 Senior Product Manager, Project Leader, Senior OEM Development Manager Walter J. Doyle, TTEE of 117,871.00(2) 117,871.00 President Walter J. Doyle Trust U/A DTD 2/5/92 Mary Elizabeth Doyle, 4,500.00 4,500.00 -- TTEE of Mary Elizabeth Doyle Trust U/D DTD 2/17/92 Linda S. Fisher 208.98 50.00 Technician
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Number of Shares Number of Shares Positions or Offices Selling Held as of Which May Held With Cutler- Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc. - ----------------------------------------------------------------------------------------------------------------- Linda S. Garber 215.65 50.00 Supervisor - Cost Accountant, Cost Accountant Mirjana R. Gearhart 12,537.67 11,939.00 Manager - Product Development and Project Management, Vice President - Manufacturing and Materials, Vice President - Engineering Willard C. Hays 7,329.88 7,079.00 Manager of Sales and Management Projects, Vice President Walter M. Huber 420.83 151.00 Senior Systems Engineer, Area Systems Manager, Senior Field Applications Engineer Gregory A. Jordan 262.20 25.00 Project Manager, Manager of Project Management Steve Kaye 538.37 151.00 Manager - Training and Programs, Manager - Marketing Services Simon Kelly 1,623.33 1,260.00 Assistant Treasurer(3) Michael A. Kuhn 782.13 561.00 Product Business Manager, OEM Sales Manager, Automation Sales Manager David J. Leonard 442.37 25.00 Purchasing Representative Frank W. Magalski 8,990.48 8,142.00 Regional Sales Manager Paul N. Martin 558.05 50.00 Manager IT, IS Manager, Manager CIS Michael R. Reynolds 335.48 151.00 Area Sales Manager Duane K. Roberts 520.42 50.00 Manager Manufacturing Engineering, Group Leader Manufacturing Support Merrille C. Shop 201.49 50.00 Draftsman Engineer John Taylor 1,671.43 971.00 Area Sales Manager
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Number of Shares Number of Shares Positions or Offices Selling Held as of Which May Held With Cutler- Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc. - -------------------------------------------------------------------------------------------------------------- James T. Thorp 2,334.52 1,562.00 Senior Business Development Manager, Product Marketing Manager, Regional Sales Manager Mark Tinker 758.40 504.00 Engineering Manager Howard J. Ubert 10,954.48 10,080.00 Regional Sales Manager Howard J. & Joyce A. 2,520.00 2,520.00 " " " Ubert, JTWROS Howard J. Ubert, custodian 136.00 136.00 " " " for Kathleen Ann Ubert Gilbert Williams, Jr. 3267.34 2,659.00 General Manager, Executive Vice President & Chief Operating Officer
(1) Includes Eaton Common Shares held by the Selling Shareholders in the Eaton 401(k) Plan. (2) Walter J. Doyle holds, in his individual capacity, 723.73 Eaton Common Shares in the Eaton 401(k) Plan. (3) In addition to Mr. Kelly's position with Cutler-Hammer IDT, Inc., Mr. Kelly currently serves as Vice President and Assistant Secretary of Eaton Yale Ltd. and as a director of Tycor International Corp, other affiliates of Eaton. 9 USE OF PROCEEDS --------------- The Selling Shareholders will offer the Shares as principals for their own accounts. The Company will receive none of the proceeds of any such sale. DESCRIPTION OF EATON COMMON SHARES ---------------------------------- The Eaton Common Shares are registered under Section 12(b) of the Exchange Act and, accordingly, no description is provided hereunder. PLAN OF DISTRIBUTION -------------------- The purpose of this Prospectus is 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, choose. The Company will not receive any proceeds from these offerings or sales. The distribution of Shares by the Selling Shareholders, if any, may be effected from time to time in one or more transactions (which may include block transactions) on the open market in ordinary brokerage transactions on the New York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock Exchange, or the London Stock Exchange (on each of which the Eaton Common Shares are listed), in privately negotiated transactions, or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices otherwise negotiated. The Selling Shareholders may effect such transactions by selling Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of Shares for whom such broker-dealers may act as agent. The Selling Shareholders and any broker-dealers that participate in the distribution of the Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act and any commission received by them and any profit on the resale of Shares sold by them may be deemed to be underwriting discounts and commissions. One or more supplemental prospectuses will be filed pursuant to Rule 424 under the Securities Act to describe any material arrangement for the resale of the Shares, if and when such arrangements are entered into by the Selling Shareholders and any broker-dealers that participate in the distribution of the Shares. To the extent necessary to comply with certain state securities laws, if applicable, the Selling Shareholders have advised the Company that the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares may not be offered for sale or sold unless the Shares have been registered or qualified for sale in such states or an exemption from registration or qualification is available and complied with. 10 LEGAL MATTERS ------------- The validity of the Shares will be passed upon for the Company by G. L. Gherlein, Executive Vice President and General Counsel of the Company. EXPERTS ------- The consolidated financial statements of the Company and its subsidiaries appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The Company will bear the entire cost of the estimated expenses, as set forth in the following table, in connection with the distribution of the securities covered by this Registration Statement. SEC registration fee.......................................$ 5,068.50 Legal fees and expenses.................................... 8,000.00 Accounting fees and expenses............................... 5,000.00 Miscellaneous.............................................. 10,000.00 --------- Total.................................................$ 28,068.50 =========
The Company shall be responsible for the payment of any additional expenses in connection with this Registration Statement other than (a) underwriting discounts and commissions and (b) transfer taxes incurred by the Selling Shareholders or their agents, including fees and expenses of counsel for the Selling Shareholders. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants each corporation organized under the laws of the state of Ohio, such as the Company, the power to indemnify its directors, officers and other specified persons. Provisions relating to indemnification of directors and officers of the Company and other specified persons have been adopted pursuant to the Ohio law and are contained in Article IV, Section 2 of the Company's Amended Regulations. Under the Amended Regulations, the Company shall indemnify any director, officer or other specified person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he is or was such director, officer or other specified person, to the full extent permitted by applicable law. The foregoing statement is subject to, and only part of, the detailed provisions of the Ohio Revised Code and the Company's Amended Regulations referred to herein. The Company has entered into Indemnification Agreements with all of its officers and directors. The Agreements provide that the Company shall indemnify such directors or officers to the full extent permitted by law against expenses actually and reasonably incurred by them in connection with any claim filed against them by reason of anything done or not done by them in such capacity. The Agreements also require the Company to maintain director and officer insurance which is no less favorable to the director and officer than the insurance in effect on the date of the Agreements, and to establish and maintain an escrow account of up to $10 million to fund the Company's obligations under the Agreements, except that the Company is required to fund the escrow only upon the occurrence of a change of control of the Company, as defined under the Agreements. The Company also maintains insurance coverage for the benefit of directors and officers with respect to many types of claims that may be made against them, some of which claims may be in addition to those described in Section 2 of Article IV of the Amended Regulations. ITEM 16. EXHIBITS See Index to Exhibits. ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: 12 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 13 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 November 14, 1997. EATON CORPORATION By: /s/ G.L. Gherlein ------------------------------------------- G. L. Gherlein, Executive Vice President and General Counsel 14 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 /s/ Stephen R. Hardis Chairman and Chief Executive Officer; - ------------------------------- Principal Executive Officer; Director Stephen R. Hardis /s/ Alexander M. Cutler President and Chief Operating Officer; - ------------------------------- Director Alexander M. Cutler /s/ Adrian T. Dillon Vice President--Chief Financial and - ------------------------------- Planning Officer; Principal Financial Officer Adrian T. Dillon /s/ Billie K. Rawot Vice President and Controller; Principal - ------------------------------- Accounting Officer Billie K. Rawot /s/ Neil A. Armstrong Director - ------------------------------ Neil A. Armstrong /s/ Phyllis B. Davis Director - ------------------------------ Phyllis B. Davis /s/ Ernie Green Director - ------------------------------ Ernie Green /s/ Ned C. Lautenbach Director - ------------------------------ Ned C. Lautenbach /s/ John R. Miller Director - ------------------------------ John R. Miller /s/ Furman C. Moseley Director - ------------------------------ Furman C. Moseley /s/ Victor A. Pelson Director - ------------------------------ Victor A. Pelson /s/ A. William Reynolds Director - ------------------------------ A. William Reynolds /s/ Gary L. Tooker Director - ------------------------------ Gary L. Tooker By /s/ G.L. Gherlein November 14, 1997 ------------------------------ G.L. Gherlein, Attorney-in-Fact for the Officers and Directors signing in the capacities indicated
15 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) Rights Agreement, dated as of June 28, 1995, between Eaton Corporation and Society National Bank, as Rights Agent, filed as Exhibit 1 to Form 8-A filed on July 5, 1995, and incorporated herein by reference. 4(d) Instruments defining rights of security holders, including indentures (pursuant to Item 601(b)(4) of Regulation S-K, 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, Independent Auditors. 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. EX-5 2 EXHIBIT 5 1 EXHIBIT 5 November 14, 1997 Eaton Corporation Eaton Center 1111 Superior Avenue Cleveland, Ohio 44114-2584 Re: Eaton Corporation Form S-3 Registration Statement-- 172,489 Common Shares Ladies and Gentlemen: Eaton Corporation ("Eaton") is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the "Registration Statement") for the registration, under the Securities Act of 1933, as amended, of 172,489 Eaton Common Shares with a par value of $.50 each (the "Common Shares") owned by certain Eaton shareholders. Item 601 of Regulation S-K and the instructions to Form S-3 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-3 registration statement. This opinion is provided in satisfaction of that requirement as it relates to the Registration Statement. I have examined such records and documents, and obtained such other information, as I have deemed advisable in order to render this opinion. As a result of the foregoing, I am of the opinion that: (1) Eaton is a corporation validly organized and existing and in good standing under the laws of the State of Ohio. (2) Eaton is authorized to issue 300,000,000 Common Shares, of which approximately 79,401,000 Common Shares were issued and outstanding as of November 7, 1997. When issued, the Common Shares which are the subject of the Registration Statement will be legally issued, fully paid and non-assessable. I hereby consent to the use and filing of this opinion in connection with the Registration Statement. Very truly yours, /s/ Gerald L. Gherlein Gerald L. Gherlein, Executive Vice President and General Counsel EX-23.A 3 EXHIBIT 23(A) 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and the related Prospectus of Eaton Corporation for the registration of 172,489 Common Shares issued in connection with the merger of Cutler-Hammer IDT, Inc. with and into IDT Acquisition Corporation, a wholly-owned subsidiary of Eaton Corporation, and to the incorporation by reference therein of our report dated January 20, 1997, with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio November 10, 1997 EX-24 4 EXHIBTI 24 1 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 by these presents does 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 registration statements and amendments or modifications to such registration statements to be filed with the Securities and Exchange Commission with respect to Common Shares of the Corporation issued in connection with the merger of Cutler-Hammer IDT, Inc. with and into IDT Acquisition Corporation, a wholly-owned subsidiary of the Corporation, 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, 1998. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 14th day of November, 1997. /s/ Stephen R. Hardis /s/ Billie K. Rawot - -------------------------------------- ----------------------------------- Stephen R. Hardis, Chairman Billie K. Rawot, Vice and Chief Executive Officer; President and Controller; Principal Executive Officer; Principal Accounting Officer Director /s/ Alexander M. Cutler /s/ Neil A. Armstrong - -------------------------------------- ----------------------------------- Alexander M. Cutler, President Neil A. Armstrong, Director and Chief Operating Officer; Director /s/ Adrian T. Dillon /s/ Phyllis B. Davis - -------------------------------------- ----------------------------------- Adrian T. Dillon, Phyllis B. Davis, Director Vice President--Chief Financial and Planning Officer; Principal Financial Officer /s/ Ernie Green /s/ Victor A. Pelson - -------------------------------------- ----------------------------------- Ernie Green, Director Victor A. Pelson, Director /s/ Ned C. Lautenbach /s/ A. William Reynolds - -------------------------------------- ----------------------------------- Ned C. Lautenbach, Director A. William Reynolds, Director /s/ John R. Miller /s/ Gary L. Tooker - -------------------------------------- ----------------------------------- John R. Miller, Director Gary L. Tooker, Director /s/ Furman C. Moseley - -------------------------------------- Furman C. Moseley, Director -----END PRIVACY-ENHANCED MESSAGE-----