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<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): June 5, 1995
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
<PAGE> 2
Item 5. Other Events.
- ------- -------------
On June 5, 1995, Eaton Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Lehman Brothers Inc.
(the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed
to sell to the Underwriter, and the Underwriter agreed to purchase from the
Company, upon and subject to the terms and conditions set forth in the
Underwriting Agreement, $150,000,000 aggregate principal amount of the
Company's 6-1/2% Debentures due June 1, 2025 (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 June 5, 1995 and the Prospectus Supplement dated
June 5, 1995 filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 on June 6, 1995.
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.
Reference is made to the Computation of Ratio of Earnings to Fixed Charges
filed as Exhibit 12(a) hereto.
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
(c) Exhibits
12(a) Computation of Ratio of Earnings to Fixed Charges
<PAGE> 3
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
BY \s\ John M. Carmont
---------------------------------------
John M. Carmont
Vice President and Treasurer
DATE: June 7, 1995
<PAGE> 4
Current Report on Form 8-K
Eaton Corporation
EXHIBIT INDEX
-------------
Exhibit Description
-------------------
Exhibit
Number Description
- ------ -----------
12(a) Computation of Earnings to Fixed Charges
<PAGE> 1
<TABLE>
Ex. 12(a)
Eaton Corporation
Ratio of Earnings to Fixed Charges
(Millions of Dollars)
<CAPTION>
Three Months
Ended March 31
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Income before income taxes $163 $107
Adjustments:
Interest expense 20 20
Interest expense of 50% owned associate companies 0 0
Amortization of debt issue costs 0 0
Portion of rent expense representing interest 6 6
Interest expense capitalized in prior periods
and amortized in current period 2 2
Minority interest in income (losses) of consolidated subsidiaries 0 1
Adjust recorded net income of 50% owned associate companies
to 50% of income before income taxes 2 1
Undistributed income (losses) of 20% to less than 50%
owned associate companies 0 0
-------------------------------
Income as adjusted $193 $137
===============================
Fixed charges:
Interest expense $20 $20
Interest expense of 50% owned associate companies 0 0
Amortization of debt issue costs 0 0
Interest expense capitalized 3 3
Portion of rent expense representing interest 6 6
-------------------------------
Total fixed charges $29 $29
===============================
Ratio of earnings to fixed charges 6.66 4.72
<CAPTION>
Year ended December 31
-----------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income before income taxes $488 $262 $181 $101 $271
Adjustments:
Interest expense 83 65 80 77 76
Interest expense of 50% owned associate companies 1 1 1 1 1
Amortization of debt issue costs 0 0 1 0 2
Portion of rent expense representing interest 22 14 15 16 18
Interest expense capitalized in prior periods
and amortized in current period 6 5 4 3 3
Minority interest in income (losses) of consolidated subsidiaries (2) (3) 4 2 3
Adjust recorded net income of 50% owned associate companies
to 50% of income before income taxes 4 4 0 7 9
Undistributed income (losses) of 20% to less than 50%
owned associate companies 1 2 0 0 (5)
-----------------------------------------------------------
Income as adjusted $603 $350 $286 $207 $378
===========================================================
Fixed charges:
Interest expense $83 $65 $80 $77 $76
Interest expense of 50% owned associate companies 1 1 1 1 1
Amortization of debt issue costs 0 0 1 0 2
Interest expense capitalized 10 12 8 7 9
Portion of rent expense representing interest 22 14 15 16 18
-----------------------------------------------------------
Total fixed charges $116 $92 $105 $101 $106
===========================================================
Ratio of earnings to fixed charges 5.20 3.80 2.72 2.05 3.57
</TABLE>
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