As Filed with the Securities and Exchange Commission on
May 6,
1994
Registration
No. 33
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
Registration Statement
under the Securities Act of 1933
_____________
EATON CORPORATION
(Exact name of issuer as specified in its
charter)
Ohio 34-0196300
(State of Incorporation) (IRS Employer
Identification No.)
Eaton Center, Cleveland, Ohio 44114-2584
(Address of principal executive offices)
_____________
CUTLER-HAMMER INC. SAVINGS PLAN FOR CERTAIN HOURLY
EMPLOYEES
(Full Title of Plan)
______________
E. R. Franklin, Secretary
Eaton Center, Cleveland, Ohio 44114-2584
(Name and address of agent for service)
(216) 523-4103
(Telephone number, including area code, of agent for
service)
<PAGE>
(continuation of Facing Sheet)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount to be Maximum
Amount of
Securities to Registered Aggregate
Registration
be Registered Offering Price
Fee
Common Shares 30,000 $1,676,250**
$578.00
with a par
value of $.50
each
Plan Indeterminate N/A
N/A
Participations*
* In addition, pursuant to Rule 416(c) under the
Securities Act
of 1933, this registration statement also covers an
indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
** Based on the closing price of $55.875 per Common Share
on May
2, 1994.
<PAGE>
Page S-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities
and
Exchange Commission (the "Commission") are incorporated
herein by
reference:
(a) Eaton Corporation's Annual Report on Form 10-K for
the year
ended December 31, 1993.
(b) Eaton Corporation's Annual Report on Form 11-K dated
June
25, 1993 for the year ended December 31, 1992.
(c) Current Reports on Form 8-K dated February 14, 1994,
amended
February 18, 1994, and March 31, 1994.
All reports and other documents subsequently filed
by Eaton
Corporation (the "Company") pursuant to Sections 13, 14
and 15(d)
of the Securities Exchange Act of 1934, as amended, prior
to the
filing of a post-effective amendment which indicates that
all
securities offered hereby have been sold or which
deregisters all
securities remaining unsold, shall be deemed to be
incorporated
by reference herein and to be part hereof from the date
of the
filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. 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 Company, power to indemnify its directors,
officers
and other specified persons. Provisions relating to
indemnification of directors and officers of 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 or her by reason of the fact that he or she is or was
such
director, officer or other specified person, to the full
extent
<PAGE>
Page S-2
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 April 27, 1988 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 account 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See List of Exhibits at page S-8.
Item 9. 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:
(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; and
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Page S-3
(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 section 15(d) of the
Securities
Exchange Act of 1934 (and, where applicable, each
filing of
an 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.
* * * * * *
(h) 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 provisions described in
Item 6
above, 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
<PAGE>
Page S-4
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.
<PAGE>
Page S-5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the
Cutler-Hammer
Inc. Savings Plan for Certain Hourly Employees of our
reports (a)
dated February 1, 1994 with respect to the consolidated
financial
statements and schedules of the Eaton Corporation
included in its
Annual Report (Form 10-K) for the year ended December 31,
1993,
and (b) dated April 28, 1993, with respect to the
financial
statements and schedules of the Eaton Corporation Share
Purchase
and Investment Plan included in the Plan's Annual Report
(Form
11-K) for the year ended December 31, 1992, both filed
with the
Securities and Exchange Commission.
ERNST & YOUNG
Cleveland, Ohio
May 6, 1994
<PAGE>
Page S-6
SIGNATURES
The Registrant. 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-8 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 May 6, 1994.
EATON CORPORATION
By \s\ G. L. Gherlein
G. L. Gherlein
Executive Vice President and
General Counsel
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
William E. Butler Chairman and Chief Executive
Officer; Principal Executive
Officer; Director
John S. Rodewig President and Chief Operating
Officer - Vehicle Components;
Director
Stephen R. Hardis Vice Chairman and Chief Financial
and Administrative Officer; Principal
Financial Officer; Director
Alexander M. Cutler Executive Vice President and
Chief Operating Officer - Controls;
Director
Ronald L. Leach Vice President - Accounting;
Principal Accounting Officer
Neil A. Armstrong May
6, 1994
Phyllis B. Davis
Arthur Dole III
Charles E. Hugel Directors
John R. Miller
Hooper G. Pattillo
A. William Reynolds
By \s\ David M. O'Loughlin
David M. O'Loughlin, Attorney-in-Fact
for the officers and directors
signing in the capacities indicated
<PAGE>
Page S-7
PLAN SIGNATURE
The Plan - Pursuant to the requirements of the
Securities Act
of 1933, the Cutler-Hammer Inc. Savings Plan for Certain
Hourly
Employees 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 6th
day of May, 1994.
CUTLER-HAMMER INC. SAVINGS
PLAN FOR
CERTAIN
HOURLY EMPLOYEES
By \s\ John D. Evans
John D. Evans, Chairman
of the Corporate
Compensation
Committee of Eaton
Corporation
(Plan Administrator)
<PAGE>
Page S-8
LIST OF EXHIBITS
(4) Instruments defining the rights of security
holders:
(a) Amended Articles of Incorporation, as amended
and
restated as of January 24, 1989 and filed on
Form SE on
March 13, 1989 (incorporated herein by
reference to
Exhibit 3 to the Registrant's Annual Report on
Form 10-
K for the year ended December 31, 1988, File
No. 1-
1396).
(b) Amended Regulations, as amended and restated as
of
April 27, 1988 and filed on Form SE on March
13, 1989
(incorporated by reference to Exhibit 3 to the
Registrant's Annual Report on Form 10-K for the
year
ended December 31, 1988, File No. 1-1396).
(5) Opinion regarding Legality
Pursuant to Item 8(b), the registrant has not
included an
opinion of counsel regarding ERISA compliance or an
Internal
Revenue Service determination letter, but instead
undertakes
to submit the Plan and any amendments thereto to the
Internal Revenue Service in a timely manner, and
will make
all changes required by the IRS in order to qualify
the
Plan.
(23) Consents of Experts and Counsel
Consent of Ernst & Young is contained on page
S-5.
(24) Power of Attorney
g:\document\oloughli\sec\forms-8.c-h
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Item 8. Exhibits
(23) Consents of Experts and Counsel
Consent of Ernst & Young is contained on page S-4.
(24) Power of Attorney
<PAGE>
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
hereby 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 post-effective amendments or
modifications to
such registration statements to be filed with the Securities and
Exchange
Commission with respect to securities of the Corporation and
participations to be
acquired by participants under the Eaton Corporation Savings Plan
for Represented
Employees of Cutler-Hammer, 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, 1994.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 15th day of December, 1993.
\s\ William E. Butler \s\ Stephen R. Hardis
William E. Butler, Chairman Stephen R. Hardis, Vice
and Chief Executive Officer; Chairman and Chief Financial
Principal Executive Officer; and Administrative Officer;
Director Principal Financial
Officer;Director
\s\ John S. Rodewig \s\ Ronald L. Leach
John S. Rodewig, Ronald L. Leach, Vice
President and Chief President - Accounting;
Operating Officer; Director Principal Accounting
Officer
\s\ Neil A. Armstrong \s\Alexander M. Cutler
Neil A. Armstrong, Director Alexander M. Cutler,
Executive Vice
President
and Chief Operating
Officer-Controls;
Director
\s\ Phyllis B. Davis \s\ Hooper G. Pattillo
Phyllis B. Davis, Director Hooper G. Pattillo, Director
\s\ Charles E. Hugel \s\ A. William Reynolds
Charles E.Hugel, Director A. William Reynolds,Director
\s\ John R. Miller
John R. Miller, Director
