<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
AND
SCHEDULE 13D
(FINAL AMENDMENT)
_______________
CAPCO AUTOMOTIVE PRODUCTS CORPORATION
_____________________________________________________________________
(Name of subject company)
EATON CORPORATION
EATON ACQUISITION CORPORATION
_____________________________________________________________________
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
_____________________________________________________________________
(Title of class of securities)
139168 10 8
_____________________________________________________________________
(CUSIP number of class of securities)
GERALD L. GHERLEIN, ESQ.
EATON CORPORATION
EATON CENTER
1111 SUPERIOR AVENUE, N.E.
CLEVELAND, OHIO 44114
(216) 523-5000
_____________________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of bidder)
Copy to:
DANIEL A. NEFF, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
CALCULATION OF FILING FEE
_____________________________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$134,749,375 $26,950
_____________________________________________________________________<PAGE>
* Based on the offer to purchase all outstanding shares of Common
Stock of the subject company (other than the 805,000 shares of
common stock beneficially owned by Eaton Corporation), together
with the associated preferred stock purchase rights at a purchase
price of $12.50 cash per share, and the number of shares of Common
Stock outstanding and issuable under outstanding options as
represented by the subject company in the Agreement and Plan of
Merger dated as of March 27, 1996 (11,584,950).
** 1/50 of 1% of Transaction Valuation.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its
filing.
Amount Previously Paid: $26,950 Filing Party: Eaton Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 19 and 29, 1996
<PAGE>
_______________________________________________________________
CUSIP No. 139168 10 8 14D-1
_______________________________________________________________
_______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eaton Corporation
34-0196300
_______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_______________________________________________________________
3 SEC USE ONLY
_______________________________________________________________
4 SOURCES OF FUNDS
OO
_______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
_______________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
_______________________________________________________________
7 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
100% (as a result of the consummation of the Offer and the
Merger). See Items 5 and 6.
_______________________________________________________________
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
_______________________________________________________________
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
_______________________________________________________________
10 TYPE OF REPORTING PERSON
CO
_______________________________________________________________<PAGE>
_______________________________________________________________
CUSIP NO. 139168 10 8 14D-1
_______________________________________________________________
_______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eaton Acquisition Corporation
34-1826553
_______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
_______________________________________________________________
3 SEC USE ONLY
_______________________________________________________________
4 SOURCES OF FUNDS
AF
_______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)
_______________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________
7 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
100% (as a result of the consummation of the Offer and the
Merger). See Items 5 and 6.
_______________________________________________________________
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) [ ]
EXCLUDES CERTAIN SHARES
_______________________________________________________________
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
_______________________________________________________________
10 TYPE OF REPORTING PERSON
CO
_______________________________________________________________<PAGE>
Eaton Corporation ("Eaton") and Eaton Acquisition
Corporation (the "Purchaser") hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
originally filed on March 19, 1996, as heretofore amended, and
Eaton hereby amends and supplements its Schedule 13D originally
filed on March 18, 1996, as heretofore amended (the "Schedule
13D" and together with the Schedule 14D-1, the "Original
Filings"), with respect to the Purchaser's offer to purchase
all outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of CAPCO Automotive Products Corporation,
a Michigan corporation (the "Company), together with any
associated preferred stock purchase rights (the "Right"), at a
price of $12.50 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated March 19, 1996 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto, dated March 29, 1996
(the "Supplement"), and in the related original or revised
Letters of Transmittal (which, together with the Offer to
Purchase and the Supplement, collectively constitute the
"Offer"), as set forth in this combined Final Amendment to the
Schedule 14D-1 and to the Schedule 13D (the "Final Amendment").
Capitalized terms not defined herein have the meanings assigned
thereto in the Original Filings.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER.
The information set forth in Item 5 of the Schedule 14D-1
is hereby amended and supplemented as follows:
On April 18, 1996, Eaton announced that it had
completed its Merger of the Purchaser with and into the
Company. The Merger became effective on Wednesday, April
17, 1996. Because the Purchaser owned at least 90% of the
outstanding Shares following consummation of the Offer,
the Merger was effected without a meeting of shareholders
of the Company. As a result of the Merger, the Company
became a wholly owned subsidiary of Eaton and each
outstanding Share (other than Shares held by Eaton, the
Purchaser, any wholly owned subsidiary of Eaton or the
Purchaser, in the treasury of the Company or by any wholly
owned subsidiary of the Company, which Shares, by virtue
of the Merger and without any action on the part of the
holder thereof, were cancelled and retired and ceased to
exist with no payment being made with respect thereto) was
converted into the right to receive in cash $12.50,
payable to the holder thereof, without interest thereon,
upon surrender of the certificate formerly representing
such Shares. The press release issued by Eaton on April<PAGE>
18, 1996 relating to the completion of the merger is
filed as Exhibit (a)(20) to the Schedule 14D-1 and is
incorporated herein by reference.
On April 16, 1996, the New York Stock Exchange (the
"NYSE") applied on Form 25 to delist the Shares from the
NYSE and Registration the Shares with the Securities and
Exchange Commission (the "Commission") as soon as
practicable.
On April 18, 1996, the Company filed a Certification
and Notice of Termination of Registration of the Shares on
Form 15 with the Commission.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Items 6(a) and (b) of the
Schedule 14D-1 is hereby amended and supplemented as follows:
The information provided in this Final Amendment
under Item 5 is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Eaton Press Release, dated April 18, 1996.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 18, 1996
EATON CORPORATION
By: /s/ Gerald L. Gherlein
Name: Gerald L. Gherlein
Title: Executive Vice President
and General Counsel
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Secretary
EATON ACQUISITION CORPORATION
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Vice President and
Secretary<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
________ _____________________________________________
(a) (20) Eaton Press Release, dated April 18, 1996.
NEWS RELEASE
EATON CORPORATION
Eaton Center
Cleveland, OH 44114-2584
216/523-5000
DATE April 18, 1996 [Logo of Eaton
Corporation]
CONTACT Renald M. Romain (216) 523-4736 - Media
William C. Hartman (216) 523-4501 - Financial
Community
FOR RELEASE IMMEDIATELY
EATON CORPORATION COMPLETES MERGER
FOR CAPCO AUTOMOTIVE PRODUCTS
CLEVELAND, OH....Eaton Corporation today announced that it has
completed the merger of its wholly owned subsidiary, Eaton
Acquisition Corporation, with CAPCO Automotive Products
Corporation. The merger follows the completion on Monday,
April 15, 1996, of the tender offer for all of CAPCO's
outstanding shares of common stock and associated preferred
stock purchase rights. In the merger, shares of common stock
of CAPCO that were not tendered in the offer were automatically
converted into the right to receive $12.50 per share in cash.
As a result of the merger, CAPCO is now a wholly owned
subsidiary of Eaton.
Eaton's tender offer and the merger were consummated pursuant
to a merger agreement between Eaton, Eaton Acquisition
Corporation and CAPCO.
Eaton Corporation is a global manufacturer of highly engineered
products which serve vehicle, industrial, construction,
commercial and aerospace markets. Principal products include
truck transmissions and axles, engine components, hydraulic
products, electrical power distribution and control equipment,
ion implanters and a wide variety of controls. Headquartered
in Cleveland, the company has 54,000 employees and 150
manufacturing sites in 23 countries around the world. Sales
for 1995 were $6.8 billion.
