<PAGE> 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
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Ohio 1-1396 34-0196300
- ---------------- -------------- -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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<TABLE>
<S> <C>
Eaton Center
Cleveland, Ohio 44114
- ---------------------------- -----------------------------
(Address of principal Zip Code
executive offices)
</TABLE>
(216) 523-5000
------------------------------
Registrant's telephone number,
including area code
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Item 5. Other Events.
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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
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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.
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(c) Exhibits
12 (a) Computation of Ratio of Earnings to Fixed Charges
12 (b) Computation of Pro Forma Ratio of Earnings to Fixed Charges
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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
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Current Report on Form 8-K
Eaton Corporation
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit Description
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<S> <C>
12(a) Computation of Ratio of Earnings to Fixed Charges
12(b) Computation of Pro Forma Ratio of Earnings to Fixed Charges
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g:\document\oloughli\sec\form8k.394
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EXHIBIT 12(a)
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EATON CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS)
<CAPTION> YEARS ENDED DECEMBER 31
-----------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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EXHIBIT 12(b)
Eaton Corporation
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<CAPTION>
Pro Forma Ratio -
Ratio of Earnings to Fixed Charges Year Ended Dec. 31, 1993
(Millions of Dollars) ------------------------------------
Historical Adjustments Pro Forma
---------- ----------- ---------
(1)
<S> <C> <C> <C>
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
<FN>
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(1) Pro Forma Interest Expense Adjustment
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<CAPTION>
Notes Debentures
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<S> <C> <C>
Principal amount of
Notes & Debentures $100 $100
Interest rate
6.375% 7.625%
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Interest expense 6 $ 8
Interest expense on
Debentures 8
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Total pro forma
interest expense
adjustment $ 14(1)
=====
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