<PAGE> 1
As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EATON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0196300
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Eaton Center, Cleveland, Ohio 44114
216-523-5000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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E.R. Franklin, Secretary
Eaton Corporation
Eaton Center, Cleveland, Ohio 44114
216-523-4103
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this 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.[X]
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.[ ]
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. [X] 33-2688
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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. [ ]
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[Continuation of Facing Sheet]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title Of Amount Aggregate Aggregate Amount of
Shares To To Be Price Offering Registration
Be Registered Registered Per Unit* Price* Fee
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<S> <C> <C> <C> <C>
Common Shares
with a par value
of $.50 each 200,000 shares $71.75 $14,350,000 $4348.48
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<FN>
* Estimated solely to calculate the registration fee pursuant to Section 6(a) of the Securities Act of 1933,
as amended.
</TABLE>
<PAGE> 3
PROSPECTUS
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EATON CORPORATION
SHAREHOLDER DIVIDEND REINVESTMENT PLAN
200,000 COMMON SHARES WITH A PAR VALUE OF $.50 EACH
The Shareholder Dividend Reinvestment Plan ("Plan") of Eaton Corporation
(the "Company") provides holders of its common shares ("common shares" or
"shares") with a simple and convenient method of investing cash dividends and
optional payments in additional common shares, without payment of any bank
service charge or brokerage commission for purchases of shares, at the Market
Price (as hereinafter defined). Any holder of record of common shares is
eligible to participate in the Plan. In addition, brokers and nominees may
reinvest dividends on behalf of beneficial owners through the Broker and
Nominee Authorization and Instruction Form described herein.
Investment options offered under the Plan are:
Full Dividend Reinvestment and Optional Payments -- Reinvest
dividends on all common shares registered in the participant's name.
Participants may also make optional payments up to an aggregate of
$60,000 per calendar year.
Partial Dividend Reinvestment and Optional Payments -- Reinvest
dividends on fewer than all common shares registered in the
participant's name and continue to receive cash dividends on the other
shares. Participants may also make optional payments up to an aggregate
of $60,000 per calendar year.
Optional Payments Only -- Invest by making optional payments at
any time up to an aggregate of $60,000 per calendar year without
reinvesting dividends on shares registered in the participant's name,
after an initial investment of $100 or more (requires a minimum $10 per
payment thereafter).
Cash dividends on shares held in the participant's account under the
Plan are automatically reinvested to purchase common shares at the Market Price
(as hereinafter defined) regardless of which investment option is selected.
If common shares are purchased from the Company, the price of those
shares will be the average of the high and low sale prices of the common shares
on the relevant Investment Date (as hereinafter defined) as reported on the New
York Stock Exchange consolidated tape. If common shares are purchased on the
open market, the price of those shares will be the average cost of all common
shares purchased for the Plan by the Agent in relation to the relevant
Investment Date. The price of common shares determined in accordance with
either of these two methods is herein referred to as the "Market Price."
The closing price of the common shares on the New York Stock Exchange
list of composite transactions was $72.75 per share on April 22, 1997.
<PAGE> 4
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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 REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
Please retain this document. It sets forth the
terms and conditions of the Plan and how
it operates.
---------------
The date of this Prospectus is April 23, 1997.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
All reports, proxy statements, and other information filed by the Company with
the Commission can be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional offices of
the Commission located at 7 World Trade Center, Thirteenth Floor, New York, New
York 10048, and The Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials may also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission
maintains a public access site on the Internet through the World Wide Web at
which site reports, information statements and other information, including all
electronic filings, may be viewed. The Internet address of such World Wide Web
site is http://www.sec.gov.
The Company's common shares are listed on the New York, Chicago, Pacific
and London Stock Exchanges, where reports, proxy and information statements and
other information concerning the Company can be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company undertakes to provide without charge to each person to whom
a Prospectus is delivered, upon the written or telephone request of such person,
a copy of any and all of the documents incorporated herein by reference (not
including the exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Eaton Corporation, Office of the Secretary, Eaton Center, Cleveland,
Ohio 44114, telephone number (216) 523-4408.
The following documents heretofore filed with the Commission are
incorporated herein by reference and made a part hereof: (i) the Company's
Annual Report on Form 10-K filed with the Commission pursuant to Section 13(a)
of the Exchange Act for the Company's fiscal year ended December 31, 1996, (ii)
all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Annual Report on Form 10-K referred to
in subsection (i) above, and (iii) a description of the Eaton Common Shares,
with a par value of $.50 per share, set forth in the registrant's Registration
Statement under the 1934 Act, as amended to date, filed with the Commission
pursuant to Section 12 of the 1934 Act.
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 filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
All information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.
<PAGE> 6
THE COMPANY
The Company is a global manufacturer of highly engineered products which
serve industrial, vehicle, construction, commercial and aerospace markets.
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. Headquartered in Cleveland, the
Company has approximately 54,000 employees and 155 manufacturing sites in 26
countries around the world.
The Company is incorporated in Ohio. The principal executive office of
the Company is located at Eaton Center, 1111 Superior Avenue, Cleveland, Ohio
44114-2584; its telephone number is (216) 523-5000.
THE PLAN
The Plan became effective with the first Investment Date (see Question 6
below) after August 1, 1982. Effective with that Investment Date, the Plan
replaced in its entirety the Automatic Dividend Reinvestment Service theretofore
maintained by the Company's dividend disbursing and transfer agent.
The following is a question-and-answer statement of the provisions of
the Plan.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan and what is the source of the common
shares purchased?
The purpose of the Plan is to provide holders of record of the Company's
common shares with a simple and convenient method of investing cash dividends
and optional payments in additional common shares without payment of any
brokerage commission or bank service charge. The common shares acquired under
the Plan will be purchased by the Agent either from the Company or on the open
market, as determined by the Company. To the extent shares are sold by the
Company, the Plan will provide additional funds to the Company. The Company
intends to add the proceeds of such sales to the general funds of the Company
available for general corporate purposes.
2. What are the advantages of the Plan?
Participants in the Plan pay no brokerage commission or bank service
charge in connection with purchases under the Plan. Funds are fully invested
through the purchase of fractional shares, as well as whole shares, and
proportionate cash dividends on fractional shares will be used to purchase
additional shares. Additional funds may be invested through optional payments as
more fully explained under Question 9. A Statement of Account will be issued to
the participant after each purchase for the participant.
ADMINISTRATION
3. Who administers the Plan for participants?
The Agent will maintain records, send Statements of Account to
participants and perform other duties relating to the Plan. The Agent will hold
for safekeeping the shares purchased for each participant until termination of
participation in the Plan or receipt of a written request from the participant
to issue a share certificate for all or part of the participant's shares in the
participant's name. No certificates, however, will be issued to participants
for fractional shares. Shares purchased under the Plan and held by the Agent
will be registered in the name of one of its nominees as agent for each
participant in the Plan. In the event that the Agent should resign, be removed
by the Company or otherwise cease to act as Agent, the Company will make such
other
<PAGE> 7
arrangements as it deems appropriate for the administration of the Plan. As of
June 1, 1997 the Plan will be administered by First Chicago Trust Company of
New York as Agent. Prior to that date, KeyBank National Association, will
continue to act as Agent for the Plan. All communications regarding the Plan
should be directed to the Agent as follows:
Prior to June 1, 1997:
Mail: KeyCorp Shareholder Services, Inc.
c/o KeyBank National Association
P.O. Box 6477
Cleveland, Ohio 44101-1477
Telephone: 1-800-542-7792
After June 1, 1997:
Mail: Shareholder Dividend Reinvestment Plan
c/o First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to Eaton Corporation in your
correspondence.
Telephone: First Chicago Trust may be contacted at 201-324-0498.
Shareholder customer service, including sale of shares:
1-800-446-2617.
Customer service representatives are available 8:30 am - 7:00 p.m.
Eastern time each business day.
An automated voice response system is available 24 hours a day
from 8:00 am, Eastern time, on Monday through 9:00 pm, Eastern
time, on Saturday.
Telecommunications device for the hearing impaired: TDD:
1-201-222-4955
Foreign language translation service for more than 140 foreign
languages is available to support the needs of the Company's
shareholders.
Internet: First Chicago Trust will respond to Internet messages within one
business day. The First Chicago Trust Internet address is
"http://www.fctc.com"
E-Mail: First Chicago Trust's E-Mail address is "[email protected]"
PARTICIPATION
4. Who is eligible to participate?
All holders of record of common shares are eligible to participate in
the Plan. If a participant holds shares in the participant's own name, the
participant may participate directly in the Plan. A beneficial owner whose
shares are registered in any name other than the beneficial owner's own name
(e.g., in a broker's "street name" or in the name of a bank nominee) could
become a shareholder of record by having shares transferred into the owner's own
name. Otherwise, a beneficial owner must arrange, if possible, for the record
holder to participate on the beneficial owner's behalf. The Company has made
arrangements with the Agent to facilitate
<PAGE> 8
reinvestment of dividends under the Plan by record holders, such as brokers and
bank nominees, on behalf of beneficial owners (see Question 7).
5. How does an eligible shareholder participate and when is participation
effective?
A holder of record of common shares may join the Plan at any time by
completing and signing an Authorization Form and returning it to the Agent.
Holders of record of common shares may obtain an Authorization Form by written
request to the Agent (see Question 3).
A shareholder electing to join the Plan may participate with respect to
any number of common shares owned of record. For reinvestment of cash dividends,
participation will begin with the dividend payable on May 23, 1997 if the
Authorization Form is received by the Agent or or before May 12, 1997. For
Authorization Forms received thereafter, participation will begin with the
first dividend for which the Authorization Form is received prior to its record
date. For optional payments, participation will begin with the next Investment
Date (see Question 6) following receipt by the Agent of the Authorization Form.
A broker or bank nominee may participate in the Plan on behalf of
beneficial owners by signing and returning to the Agent the Authorization Form
or may reinvest dividends on their behalf (but not make optional payments) by
signing and returning to the Agent the Broker and Nominee Authorization and
Instruction Form (the "B & N Form") (see Question 7).
6. When is the Investment Date?
In any calendar month in which a cash dividend is paid (traditionally
February, May, August and November), the Investment Date will be the dividend
payment date, which is traditionally the 25th day of the month if a business day
or the next preceding business day if the 25th day of the month is not a
business day. The Investment Date for April, 1997 will be April 28. Thereafter
the Investment Date for any calender month in which a cash dividend is not paid
will be the 25th day of that month if a business day. If the 25th day is not a
business day, the Investment Date will be the next business day.
7. What do the Authorization Form and B & N Form provide?
The Authorization Form provides for the purchase of common shares
through any one of the following investment options offered under the Plan:
Full Dividend Reinvestment and Optional Payments -- Reinvest
dividends on all common shares registered in the participant's name at
the Market Price. Optional payments (minimum $10 per payment) may also
be invested in common shares at the Market Price up to an aggregate of
$60,000 per calendar year.
Partial Dividend Reinvestment and Optional Payments -- Reinvest
dividends on fewer than all of the common shares registered in the
participant's name at the Market Price and continue to receive cash
dividends on the other shares. Optional payments (minimum $10 per
payment) may also be invested in common shares at the Market Price up to
an aggregate of $60,000 per calendar year.
<PAGE> 9
Optional Payments Only -- Invest in common shares by making
optional payments at any time in any amount (minimum $100 for the
initial investment and minimum $10 per payment thereafter) up to an
aggregate of $60,000 per calendar year at the Market Price without
reinvesting dividends on shares registered in the participant's name.
Cash dividends on shares held in the participant's account under the
Plan are automatically reinvested to purchase common shares at the Market Price
regardless of which investment option is selected.
If an Authorization Form is returned but none of the above options is
checked on the Form the participant will be deemed to have selected the Full
Dividend Reinvestment and Optional Payments option.
The B & N Form provides that the record holder will give the Agent, each
time the Company declares a cash dividend, written instructions identifying one
or more beneficial owners and specifying as to each owner the number of whole
shares with respect to which the dividend is to be reinvested. The B & N Form,
therefore, unlike the Authorization Form, requires new instructions to the Agent
each time a dividend is declared. The Agent, on the dividend payment date (or
within 30 days thereafter if common shares are purchased on the open market --
see Question 13), will reinvest the dividend paid with respect to the number of
shares specified in the record holder's instructions for each identified
beneficial owner in as many whole common shares as can be purchased with the
total dividend paid with respect to each specified number of shares at the
Market Price. The remaining dividend, if any, will be paid in cash to the record
holder. As soon as practicable following the dividend payment date, the Agent
will transmit to the record holder a listing containing the identification of
each beneficial owner furnished by the record holder in its instructions and
showing as to each such beneficial owner: (1) the number of shares specified for
reinvestment of the dividend, (2) the total dividend paid with respect to such
shares, (3) the number of whole shares purchased, (4) the total cost of the
shares purchased, (5) the amount of the total dividend not reinvested and (6)
the total dividend reportable, on the shares purchased, for Federal income tax
purposes. Accompanying the listing will be a share certificate, registered in
the name of the record holder, for the total number of shares purchased for each
of the beneficial owners identified on the listing, and one check for the
aggregate amount of the dividend not reinvested for such owners.
The B & N Form with appropriate instructions must be received by the
Agent not later than the fifth business day following the record date for such
dividend or no dividends will be reinvested based on such B & N Form.
8. How may a participant change options under the Plan?
A participant may change the investment option at any time by signing a
new Authorization Form and returning it to the Agent. Authorization Forms may be
obtained by contacting the Agent (see Question 3). Any Authorization Form which
changes investment options with respect to reinvestment of dividends must be
received by the Agent in time to process before the dividend payment date for
which the change is requested (see Question 5). Otherwise, the change in option
may be delayed until after dividends paid with respect to such dividend payment
date have been credited to the participant's account and invested under the
Plan.
OPTIONAL PAYMENTS/AUTOMATIC INVESTMENT FROM A BANK ACCOUNT
9. How are optional payments made?
Optional payments may be made at any time. Optional payments must be
made in U.S. dollars. An optional payment may initially be made by enclosing a
check or money order payable to the Agent or the Company with the Authorization
Form. A statement for each optional payment will be sent to the participant
<PAGE> 10
after each investment along with a Stock Purchase Form for use in making the
next optional payment. Optional payments will be invested on the next monthly
Investment Date (see Question 6) after receipt by the Agent (optional payments
received prior to an Investment Date will be invested on that date), provided,
however, that if common shares are purchased by the Agent on the open market,
optional payments will be invested on or within 30 days after such Investment
Date (see Question 13).
Optional payments (including, after June 1, 1997, automatic monthly
deductions) may not exceed a total of $60,000 per calendar year based on when
such optional payments are used to purchase shares and not when they are
received by the Agent. Optional payments in excess of the limit for the
calendar year will be refunded. Each optional payment must be $10 or more. If a
participant is making optional payments only, and not reinvesting dividends on
shares registered in the participant's name, the initial investment must be
$100 or more.
INTEREST WILL NOT BE PAID ON OPTIONAL PAYMENTS. THEREFORE, IT IS
ADVISABLE TO SEND OPTIONAL PAYMENTS SO AS TO REACH THE AGENT SHORTLY BEFORE AN
INVESTMENT DATE.
A participant may have an optional payment returned before it has been
invested in common shares by sending the Agent a written request. The optional
payment will be returned if the request is received not later than 48 hours
prior to the Investment Date in relation to which the optional payment would
otherwise be invested.
After June 1, 1997, participants may make automatic monthly investments
of a specified amount (minimum $10 per payment and maximum of $60,000 per
calendar year) by electronic funds transfer from a predesignated account with a
U.S. financial institution.
To initiate automatic monthly deductions, the participant must complete
and sign an Automatic Monthly Deduction Form and return it to the Agent together
with a voided blank check for the account from which funds are to be drawn.
Automatic Monthly Deduction Forms may be obtained from the Agent. Forms will be
processed and will become effective as promptly as practicable.
Once automatic monthly deduction is initiated, funds will be drawn from
the participant's designated bank account on the third business day preceding
each monthly Investment Date, and will be invested in additional common shares.
Participants may change or terminate automatic monthly deduction by
completing and submitting to the Agent a new Automatic Monthly Deduction Form.
To be effective with respect to a particular Investment Date, however, the new
Automatic Monthly Deduction Form must be received by the Agent at least six
business days preceding such Investment Date.
A $1.00 transaction fee will be subtracted from the amount deducted from
the participant's bank account prior to each investment.
COSTS
10. Are there any expenses to participants in connection with purchases or
sales of shares under the Plan?
A participant will incur no brokerage commissions for purchases made
under the Plan. All costs of administration of the Plan and other charges
incurred in connection with the purchase of shares under the Plan will be paid
by the Company, except that: (a) beneficial owners who arrange to participate
in the Plan indirectly through a broker or other nominee may be required to pay
a commission or service fee to such broker or nominee in connection with such
participation (see Question 7), (b) a participant using the
<PAGE> 11
automatic monthly investment feature of the Plan for optional cash payments
after June 1, 1997 will be charged a transaction fee of $1.00 per investment
(see Question 9), and (c) a participant who sells through the Agent all or a
part of the shares held for such participant under the Plan (including with
respect to fractional shares upon termination of the Plan) will be charged,
after June 1, 1997, any brokerage commissions and service fees, transfer taxes
or other costs of sale in connection with such sale (see Questions 21 and 23).
PURCHASES
11. What will be the price of common shares purchased under the Plan?
The price of common shares purchased with reinvested dividends or with
optional payments will be the Market Price.
If on any Investment Date there is no reported trading in the common
shares on the New York Stock Exchange, the Market Price will be based (for
purposes of the purchase of common shares from the Company) on the weighted
average of the mean of the high and low sales prices on the nearest trading
dates before and after the Investment Date. No common shares will be purchased
under the Plan at less than the par value of such shares ($.50).
12. How many common shares will be purchased for participants?
Each participant's account will be credited with that number of common
shares, including fractions computed to three decimal places, equal to the
amounts to be invested divided by the applicable purchase price. The number of
shares purchased with cash dividends and optional payments cannot be determined
until after the Investment Date.
13. When will purchases of common shares under the Plan be made?
Common shares acquired from the Company will be purchased for the
accounts of the participants as of the close of business on the relevant
Investment Date. Common shares acquired on the open market will be purchased
promptly by the Agent and in no event later than thirty days after the relevant
Investment Date. Except where necessary under any applicable federal securities
law, these purchases may be made on any securities exchange where such shares
are traded, in the over-the-counter market or by negotiated transactions and are
subject to such terms and conditions, including price and delivery, as the Agent
may agree to. For shares purchased on the open market, dividend and voting
rights will commence upon settlement, which is normally three business days
after the purchase. For the purpose of making purchases the Agent will commingle
each participant's funds with those of all other participants.
DEPOSIT OF ADDITIONAL CERTIFICATES
14. How may certificates be deposited with Plan Shares?
A participant may deposit with the Agent any common share certificates
now or hereafter registered in the participant's name for credit under the Plan.
There is no charge for this custodial service and, by making the deposit, the
participant will be relieved of the responsibility for loss, theft or
destruction of the certificates. Because the participant bears the risk of loss
in sending stock certificates to the Agent, it is recommended that certificates
be sent to the Agent by registered mail, return receipt requested and insured
for possible mail loss for 2% of the market value (minimum of $20); this
represents the replacement cost to the participant. Certificates should not be
endorsed. Whenever certificates are issued to the participant either upon
request or upon termination of participation, new, differently numbered
certificates will be issued. Dividends will be reinvested on shares represented
by the certificates deposited with the Agent.
<PAGE> 12
To insure against loss resulting from mailing certificates to the Agent
for deposit under the Plan, after June 1, 1997 the Plan will provide mail
insurance free of charge for certificates valued at up to $25,000.
To be eligible for certificate mailing insurance, an investor must
observe the following guidelines. Certificates must be mailed in brown,
pre-addressed envelopes supplied by the Agent. Certificates mailed to the Agent
will be insured for up to $25,000 current market value, provided the
certificates are mailed first class. The Agent will, as soon as practicable,
send the participant a statement confirming each deposit of certificates.
Participants must notify the Agent of any claim within 30 calendar days of the
date the certificates were mailed. To submit a claim, an investor must be a
participant or the investor's loss must be incurred in connection with becoming
a participant. In the latter case, the claimant must enroll in the Plan at the
time the insurance claim is processed. The maximum insurance protection provided
to the participant is $25,000, and coverage is available only when the
applicable certificates are sent to the Agent in accordance with the guidelines
described above.
Insurance covers the replacement of shares of stock but in no way
protects against any loss resulting from fluctuations in the value of such
shares.
REPORTS TO PARTICIPANTS
15. What reports will be sent to participants in the Plan?
Each participant in the Plan will receive a detailed Statement of
Account after each dividend reinvestment or optional payment. Each statement
should be retained as a reference for calculating the cost of shares purchased
in each year. Copies of required Internal Revenue Service forms 1099-DIV and/or
1042S will be sent to participants showing reportable dividends and/or tax
withheld. These Statements of Account and copies of Internal Revenue Service
forms should be retained for tax purposes. In addition, each participant will be
sent copies of the same communications concerning the Company sent to every
other holder of common shares, including the Company's annual report to its
shareholders and the notice of annual meeting and proxy statement in connection
with its annual meeting of shareholders.
Following June 1, 1997, duplicate account statements may also be
obtained from the Agent. Participants will be charged a fee of $5 for each such
statement that is two or more years old, not to exceed $25 where statements for
more than one year are requested, provided that such statement information is
available to the Agent.
DIVIDENDS ON FRACTIONAL SHARES
16. Will a participant's account be credited with dividends on fractional
shares?
Yes. A participant's account will be credited with dividends on
fractional shares and such dividends will be reinvested in common shares.
SALE OF PLAN SHARES
17. Can Plan shares be sold?
Participants may request the Agent to sell any number of whole shares
held in their Plan accounts at any time by giving written or, following June 1,
1997, telephonic instructions acceptable to the Agent (see Question 3). The
Agent will attempt to process participants' orders on the day they are received,
provided that instructions are received before 1:00 p.m., Eastern time, on a
business day during which the Agent and the relevant securities markets are
open. The proceeds of sale will be sent to the applicable participant as soon as
practicable. After June 1, 1997, the proceeds of sale sent to the applicable
participant will be deducted for any
<PAGE> 13
brokerage commissions, service fee and other costs related to the sale. The
sale price for shares so sold will be the market price received from the sale
of such shares. Following June 1, 1997, participants can obtain information as
to the amount charged for brokerage commissions and service fees in connection
with such sales by contacting the Agent at 1-800-446-2617.
Participants may also request the Agent to issue certificates for any
whole shares held in the participant's Plan account. Upon receipt of the
certificates, the participant can sell such shares through a broker of the
participant's choice or otherwise transfer such shares.
WITHDRAWAL OF SHARES/ISSUANCE OF SHARE CERTIFICATES
18. Can a participant withdraw shares held under the Plan and continue to
participate?
Yes. Certificates for any number of whole shares held in the
participant's account under the Plan will be issued in the name of the
participant who wishes to remain in the Plan. This request should be directed
either in writing or, following June 1, 1997, by telephone to the Agent (see
Question 3). Any remaining whole and fractional shares will continue to be held
in the participant's account.
Dividends on all shares authorized for participation and dividends on
shares held under the Plan will continue to be applied to additional purchases
under the Plan.
19. Will certificates be issued for common shares purchased?
Common shares purchased under the Plan will be registered in the name of
the Agent's nominee for participants in the Plan, and certificates for such
shares normally will not be issued to participants unless requested. This
protects against loss, theft or destruction of share certificates. The number of
common shares owned by the participant and held by the Agent under the Plan is
reflected on each quarterly statement of account.
The participant may request at any time that certificates for whole
shares credited to the participant's account be sent to the participant. All
such requests shall be directed either in writing or, following June 1, 1997,
by telephone to the Agent (see Question 3). A participant may either furnish
separate instructions to the Agent each time the participant desires to have
certificates issued or furnish the Agent with blanket instructions covering all
whole shares credited to the participant's account. No certificate for a
fractional share will be issued under any circumstances, but dividends on a
fractional interest in shares will be credited to the account of the
participant.
Shares held in the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
20. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which
certificates of the participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares issued upon the request of
participants will be similarly registered unless a different registration is
requested. Any request for a change in registration must be accompanied by
appropriate documents, usually including a medallion guarantee of the registered
shareholders.
<PAGE> 14
TERMINATION
21. When and how may participation in the Plan be terminated?
A participant may terminate participation in the Plan at any time by
giving instructions in writing or, following June 1, 1997, by telephone to the
Agent (see Question 3). As soon as practicable following termination the Agent
will send the participant a certificate for the whole shares in the
participant's Plan account. If the participant so requests, the Agent will sell
all or a portion of such shares and remit the proceeds, less, after June 1,
1997, any other costs of sale, including, without limitation, brokerage
commissions, applicable transfer taxes, and a service fee. If the request to
terminate is received by the Agent on or after the record date for a dividend
payment, the Agent, in its sole discretion, may either pay any such dividend in
cash or reinvest it in shares on behalf of the terminating participant. If the
dividend is reinvested, the Agent may sell the shares purchased and remit the
proceeds to the participant, less any other costs of sale as described above.
Any optional cash payments sent to the Agent prior to the request to terminate
will also be invested unless return of the amount is expressly requested in the
request for termination and such request is received at least two business days
prior to the Investment Date. In every case of termination, the participant's
interest in a fractional share will be paid in cash less, after June 1, 1997,
any related brokerage commission, any service fee, and any other costs of sale.
The Agent or the Company may terminate the participant's account upon
sending written notice to the participant's last known address shown on the
Agent's records of the account. The Agent shall terminate the participant's
account after receipt (effective as described in this Question 21) of
satisfactory written notice of the participant's death or adjudication of
incompetency, provided, however, in the event of any such notice, the Agent
shall retain all payments received and all shares in the participant's account
(and continue investment under the Plan) until the participant's legal
representative shall have been appointed and shall have furnished proof
satisfactory to the Agent of such legal representative's right to receive such
payments and shares.
OTHER INFORMATION
22. What happens when a participant who is reinvesting the cash dividends on
all or part of the common shares registered in the participant's name
sells or transfers a portion of such shares?
If a participant who is reinvesting the cash dividends on all of the
common shares registered in the participant's name disposes of a portion of such
shares, the Agent will continue to reinvest the dividends on the remainder of
the shares.
If a participant who is reinvesting the cash dividends on part of the
common shares registered in the participant's name disposes of a portion of such
shares, the Agent will continue to reinvest the dividends on the remainder of
the shares up to the number of shares originally authorized. For example, if a
participant authorized the Agent to reinvest the cash dividends on 50 shares of
a total of 100 shares registered in the participant's name, and then the
participant disposed of 25 shares, the Agent would continue to reinvest the cash
dividends on 50 of the remaining 75 shares. If instead the participant disposed
of 75 shares, the Agent would continue to reinvest the cash dividends on all of
the remaining 25 shares.
23. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant disposes of all common shares registered in the
participant's name, the Agent will continue to reinvest the dividends on the
shares held in the participant's account under the Plan until otherwise notified
(see Question 21).
<PAGE> 15
24. What happens if the Company has a rights offering?
Participation in any rights offering will be based upon both shares
registered in a participant's name and any whole Plan shares credited to such
participant's Plan account.
25. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares distributed as a result of a stock dividend or stock split by
the Company on common shares held in the account of a participant under the Plan
will be added to the participant's account. Any shares distributed, as a result
of a stock dividend or stock split, on shares registered in the name of the
participant will be mailed directly to the shareholder in the same manner as to
shareholders who are not participating in the Plan.
26. How will a participant's common shares be voted at meetings of
shareholders?
Each participant will be sent a proxy card representing the common
shares for which the participant holds certificates and/or the whole shares held
by the Agent in the participant's Plan account. Such proxy will be voted as
indicated by the participant on the proxy card.
If a signed proxy card is returned and no voting instructions are given
with respect to any item thereon, all of the participant's whole shares will be
voted in accordance with the recommendations of the Company's management. This
is the same procedure that is followed for all shareholders who return proxies
and do not provide instructions. If the proxy card is not returned or if it is
returned unsigned by the registered owner(s), none of the participant's shares
will be voted.
27. What are the Federal income tax consequences of participation in the
Plan?
As to common shares purchased with reinvested dividends under the Plan
as it was in effect for dividends payable from August 25, 1982 to November 25,
1985, an amount equal to the fair market value of such common shares will be
treated as a taxable dividend. Fair market value of those common shares will be
based on the Market Price and not on the discounted price at which such shares
were credited to the participant's Plan account.
As to common shares purchased with reinvested dividends under the Plan
after 1985, an amount equal to the reinvested dividends will be treated as a
taxable dividend. In connection with open market purchases or sales, any
brokerage commissions paid by the Company on a participant's behalf are to be
treated as additional dividend income subject to income tax in the same manner
as cash dividends. The amounts paid for brokerage commissions are, however,
includable in the tax basis of shares purchased. The statement of account sent
to participants will show such amounts paid on their behalf.
The tax basis of shares purchased for a participant pursuant to the
dividend reinvestment feature of the Plan is equal to the amount of the
reinvested dividend, plus, in the case of open market purchases, the amount of
brokerage commissions paid by the Company on the participant's behalf in making
such purchase. In the case of common shares purchased with optional payments,
the participant's basis in the shares acquired is equal to the amount of cash
paid by the participant plus, in the case of open market purchases, the amount
of brokerage commissions paid by the Company on the participant's behalf in
making such purchase.
For purposes of capital gain (loss), a participant's holding period will
begin on the day following the date of purchase by the Agent of such shares.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account under the
Plan, either upon the participant's request for certificates for some or all
<PAGE> 16
of those shares or upon termination of participation in the Plan. However, if a
participant receives a cash adjustment for a fractional share credited to the
participant's account, the participant may realize a gain or loss on that
fractional interest. Gain or loss may also be recognized by a participant when
whole shares are sold either by the Agent upon a participant's request upon
termination of participation in the Plan (see Question 21) or upon any sale by a
participant of shares after the participant's withdrawal of shares from the Plan
or termination of participation in the Plan. The amount of such gain or loss
will be the difference between the amount received for such shares or fractional
share and the participant's tax basis therefor.
In order to determine the tax basis for whole or fractional shares held
in a participant's account under the Plan and for other tax consequences,
participants are advised to consult with their own tax advisors.
Statements of account will show the Market Price of the common shares
purchased with the reinvested dividends. Copies of required Internal Revenue
Service forms 1099-DIV and/or 1042S will be sent to participants showing
reportable dividends and/or tax withheld. These statements of account and copies
of Internal Revenue Service forms should be retained for tax purposes.
The tax consequences under state and local tax laws, and for
participants who do not reside in the United States, will vary from jurisdiction
to jurisdiction. Participants should consult their tax advisors to determine the
particular tax consequences which may result from participation in the Plan and
subsequent disposal of shares purchased pursuant to the Plan.
If a participant is a foreign shareholder whose dividends are subject to
United States income tax withholding, the amount of dividends to be reinvested
will be determined after deducting the withholding tax.
The Company believes the foregoing is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus, but
participants should consult with their own tax advisors for advice applicable to
their particular situations.
28. What are the responsibilities of the Company and the Agent under the
Plan?
Neither the Company nor the Agent will be liable in administering the
Plan for any act done in good faith, or for any good-faith omission to act,
including, without limitation, any claims of liability (i) arising out of
failure to terminate a participant's account upon such participant's death or
adjudication of incompetency prior to receipt of satisfactory written notice of
such death or incompetency as described in Question 21, (ii) with respect to the
prices at which shares are purchased or sold for a participant's account or the
times when such purchases or sales are made, (iii) with respect to the source
from which shares are purchased for participants or (iv) with respect to any
fluctuation in the market value after purchase or sale of shares.
Government regulation may require the temporary curtailment or
suspension of purchases under the Plan. Neither the Company nor the Agent will
have any liability in connection with any inability to purchase common shares
under the Plan.
29. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan
at any time. All participants will be sent notice of any such suspension,
modification or termination (see Question 31).
30. Does participation in the Plan involve any risk?
The risk to participants is the same as with any other investment in
common shares of the Company. A participant may lose an advantage otherwise
available from being able to select more specifically the timing of
<PAGE> 17
investment or the sale of shares. Participants must recognize that neither the
Company nor the Agent can assure a profit or protect against a loss on the
shares purchased under the Plan.
ALTHOUGH THE PLAN CONTEMPLATES THE CONTINUATION OF QUARTERLY DIVIDEND
PAYMENTS, THE PAYMENT OF FUTURE DIVIDENDS WILL DEPEND UPON FUTURE EARNINGS, THE
FINANCIAL CONDITION OF THE COMPANY AND OTHER FACTORS.
31. Where are notices and other communications to participants under the
Plan sent?
Notices and other communications sent to the participant under the Plan
will be addressed to the participant's last known address as reflected by the
Agent's records. Therefore, the participant should notify the Agent (see
Question 3) promptly in writing of any change in address.
LEGAL OPINION
The legality of the common shares offered hereby has been passed upon
for the Company by Gerald L. Gherlein, Esq. Mr. Gherlein presently serves as
Executive Vice President and General Counsel of the Company. He is a shareholder
of the Company and also holds options to purchase common shares.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries appearing in the Company's Annual Report (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.
---------------
The Plan shall be governed by and construed in accordance with the laws
of the State of Ohio.
---------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFER CONTAINED HEREIN, AND, IF SO GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES COVERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE
DELIVERY OF THIS PROSPECTUS AND THE SALE OF ANY SECURITIES HEREUNDER SHALL NOT
IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AT ANY TIME
SUBSEQUENT TO ITS DATE.
<PAGE> 18
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee $4,348.48
Printing Fees $3,000.00*
Legal Fees $7,800.00*
Accounting Fees $20,000.00*
Postage $2,530.00*
Miscellaneous $760.00*
TOTAL $38,438.48*
<FN>
*Estimated pursuant to Instruction to Item 511 of Regulation S-K.
</TABLE>
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, 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 or
her 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 Eaton'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 each Agreement, 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 Exhibit Index at page 7.
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act");
<PAGE> 19
(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, represents a fundamental
change in the information set forth in the registration statement;
and
(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 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
1934 Act 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
1933 Act 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 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> 20
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 the 23rd day of April,
1997.
EATON CORPORATION
By /s/ G.L. Gherlein
--------------------------------
G.L. Gherlein
Executive Vice President and
General Counsel
<PAGE> 21
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/ Charles E. Hugel Director
- -------------------------
Charles E. Hugel
/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/ Jane W. Griswold April 23, 1997
------------------------------------
Jane W. Griswold, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated
<PAGE> 22
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4(a) Amended Articles of Incorporation of Eaton Corporation filed as
Exhibit 3(i) to Form 8-K report dated May 19, 1994 and
incorporated herein by reference.
4(b) Amended Regulations of Eaton Corporation filed as Exhibit
(a)(3)(b) to Form 10-K report 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
with the Commission as Exhibit 1 to Form 8-A dated July 5,
1995 and incorporated herein by reference.
5 Opinion of Counsel Concerning Legality
23(a) Consent of Ernst & Young LLP
23(b) Consent of Gerald L. Gherlein, Esq., is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
24 Power of Attorney
<PAGE> 1
EXHIBIT 5
April 23, 1997
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Re: Eaton Corporation Form S-3 Registration Statement--
Eaton Shareholder Dividend Reinvestment Plan ("Plan")
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 200,000
Eaton Common Shares to be issued from time to time under the Plan.
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 77 million Common Shares were issued and outstanding
as of April 23, 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
<PAGE> 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 200,000 Common Shares pertaining to the
Eaton Shareholder Dividend Reinvestment Plan and to the incorporation by
reference 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
April 21, 1997
<PAGE> 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 issuable or issued under the
Eaton Corporation Shareholder Dividend Reinvestment Plan, 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 23rd day of April, 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/ Charles E. Hugel /s/ A. William Reynolds
- ------------------------------------- --------------------------
Charles E. Hugel, 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
