<PAGE> 1
As filed with the Securities and Exchange Commission on November 14, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
EATON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0196300
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
EATON CENTER
1111 SUPERIOR AVENUE
CLEVELAND, OHIO 44114-2584
(216) 523-5000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
E.R. FRANKLIN, SECRETARY
EATON CENTER
1111 SUPERIOR AVENUE
CLEVELAND, OHIO 44114-2584
(216) 523-5000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Copies to:
Raymond T. Sawyer, Esq.
Thompson Hine & Flory LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1216
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the 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. |_|
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. |X|
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. |_|
<PAGE> 2
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Shares To Amount To Be Aggregate Price Aggregate Offering Amount of
Be Registered Registered Per Unit(1) Price(1) Registration Fee(1)
<S> <C> <C> <C> <C>
Common Shares,
$.50 par value per 172,489 Shares $ 95.90625 $ 16,542,773.16 $ 5,012.96
Share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act, based on the average of
the high and low prices reported for Eaton Common Shares on the New York
Stock Exchange, on November 12, 1997.
================================================================================
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to such Section 8(a), may determine.
<PAGE> 3
PROSPECTUS
EATON CORPORATION
172,489 COMMON SHARES
This Prospectus relates to 172,489 Common Shares, $.50 par value per
share, of Eaton Corporation, an Ohio corporation ("Eaton" or the "Company"),
which are owned by the former shareholders of Cutler-Hammer IDT, Inc. (the
"Selling Shareholders"). See "The Selling Shareholders." The 172,489 Eaton
Common Shares covered by this Prospectus are referred to herein as the "Shares."
All references to the Shares throughout this Prospectus shall be deemed to
include the associated Rights. The Shares may be offered for sale from time to
time by the Selling Shareholders in open market ordinary brokerage transactions
on the New York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock
Exchange, or the London Stock Exchange, in privately negotiated transactions at
market prices prevailing at the time of sale or, in the case of private
transactions, at negotiated prices. Whether or not any such sales will be made
and the timing and amount of any sale is within the sole discretion of the
Selling Shareholders. The Company will not receive any of the proceeds from the
sale of the Shares. See "Plan of Distribution."
The Shares were acquired by the Selling Shareholders pursuant to an
Agreement and Plan of Merger dated as of June 19, 1997 (the "Merger Agreement"),
by and among Eaton, IDT Acquisition Corporation ("Merger Sub"), a wholly-owned
subsidiary of Eaton, and Cutler-Hammer IDT, Inc. ("IDT"), providing for the
merger (the "Merger") of IDT with and into Merger Sub and Merger Sub being the
surviving corporation of the Merger. As of the closing of the transactions
contemplated by the Merger Agreement, each common share of IDT, without par
value, issued and outstanding immediately prior to the Merger (other than common
shares held in the treasury of IDT or owned by Eaton), was converted into the
right to receive .504 Eaton Common Shares.
Eaton Shares are listed on the New York Stock Exchange. On November 12,
1997, the average of the high and low prices of Eaton Common Shares on the New
York Stock Exchange was $95 29/32.
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 REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 14, 1997.
<PAGE> 4
No dealer, salesman, or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offering contained herein, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy material and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
material and other information concerning the Company and the Registration
Statement (as defined herein) can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Midwest Regional Office, Citicorp Center,
500 West Madison Street, 14th Floor, Suite 1400, Chicago, Illinois 60661-2511
and Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549-1004, at prescribed rates. In addition, the Commission maintains a public
access site on the Internet at which site reports, information statements and
other information, including all electronic filings, may be viewed. The address
of the Internet site is http://www.sec.gov. Such reports, proxy material and
other information concerning the Company and the Registration Statement can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605 and the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104.
This Prospectus constitutes part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. Statements contained in this Prospectus
or in any document incorporated by reference in this Prospectus are summaries
that are not necessarily complete and, in each instance, reference is made to
the copy of such document as filed. Each such statement is qualified in its
entirety by such reference. The Registration Statement, including exhibits and
schedules thereto, and documents or information incorporated by reference may be
inspected without charge at the offices of the Commission, and copies of such
materials may be obtained therefrom at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
-------------------------------------------------
The Company incorporates by reference into this Prospectus the
following documents:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996;
2. All reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31,
1996;
<PAGE> 5
3. The description of the Eaton Common Shares,
$.50 par value per share, set forth in the
registrant's Registration Statement under the
Exchange Act, as amended to date, filed with the
Commission pursuant to Section 12(b) of the Exchange
Act, and the description of the associated Rights
contained in the Company's Registration Statement on
Form 8-A filed on July 5, 1995 registering such
Rights under Section 12(b) of the Exchange Act; and
4. 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 termination of the offering of the Eaton
Common Shares.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or replaces such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person receiving a copy
of this Prospectus, upon that person's written or oral request, a copy (without
exhibits, unless those exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates) of any documents incorporated
by reference in this Prospectus. Requests for copies should be directed to Eaton
Corporation, Shareholder Relations, Eaton Center, 1111 Superior Avenue,
Cleveland, Ohio 44114-2584 (telephone (216) 523-5000).
THE COMPANY
-----------
Eaton Corporation is a leading global manufacturer of highly engineered
products which serve the automotive, industrial, construction, commercial,
aerospace and marine markets. The Company offers high-quality products worldwide
and derives a significant majority of its net sales from products that are
number one or number two in the markets that they serve. 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. Eaton's products are often essential components of products
ranging from heavy duty trucks and home appliances to the Space Shuttle. Eaton
maintains and expands its market positions by focusing on the development and
production of high-quality, higher value-added products and by investing in
superior product and process technologies.
The Company's principal executive office is located at Eaton Center,
1111 Superior Avenue, Cleveland, Ohio 44114-2584 and its telephone number is
(216) 523-5000.
THE SELLING SHAREHOLDERS
------------------------
All of the Shares offered hereby are owned by the Selling Shareholders
and were acquired by the Selling Shareholders pursuant to the Merger Agreement.
On August 27, 1997, IDT merged with and into Merger Sub, a wholly-owned
subsidiary of Eaton, with Merger Sub being the surviving corporation. As of the
closing of the transactions contemplated by the Merger Agreement, each IDT
common share, without par value, issued and outstanding immediately prior to the
Merger (other than common shares held in the treasury of IDT or owned by Eaton)
was converted into a right to receive .504 Eaton Common Shares.
<PAGE> 6
All of the Shares may be offered by the Selling Shareholders for sale
hereunder. As of November 7, 1997, the Shares represented approximately .22% of
the outstanding Eaton Common Shares. Since the Selling Shareholders may sell all
or some or none of the Shares, no estimate can be made of the aggregate number
of Shares that are to be offered hereby or that will be owned by the Selling
Shareholders upon the completion of the offering contemplated by this
Prospectus.
The following table sets forth the name of each Selling Shareholder,
the number of Eaton Common Shares held by each such person as of October 31,
1997, and the number of Shares which may be offered for the account of each such
person.
A number of the Selling Shareholders held positions or offices with
Cutler-Hammer IDT, Inc. (formerly Eaton IDT, Inc. from May 1, 1990 to March 18,
1996), an affiliate of Eaton, prior to the date of the Merger and/or currently
hold positions or offices with the company. The nature of the positions or
offices held by the Selling Shareholders with Cutler-Hammer IDT, Inc. during the
past three years is indicated in the table below. In addition, one of the
Selling Shareholders currently holds positions with other Eaton affiliates and
such positions are indicated in footnote 3 to the table below.
<TABLE>
<CAPTION>
Number of Shares Number of Shares Positions or Offices
Selling Held as of Which May Held With Cutler-
Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc.
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Joseph B. Beach 453.94 100.00 Senior Staff Engineer
Anthony T. Bonina 1,701.31 1,134.00 Manager - Automation Services,
Director - Customer & Product
Support
Thomas A. Bott 378.88 50.00 Lead Systems Support Engineer,
Senior Systems Engineer
Nancy S. Cooper 484.00 44.00 Executive Administrative
Assistant, Assistant
Secretary
Marsha J. Cross 719.87 473.00 Senior Contracts Product
Manager
Anthony E. Dolciato 536.03 151.00 Senior Product Manager, Project
Leader, Senior OEM
Development Manager
Walter J. Doyle, TTEE of 117,871.00(2) 117,871.00 President
Walter J. Doyle Trust U/A
DTD 2/5/92
Mary Elizabeth Doyle, 4,500.00 4,500.00 --
TTEE of Mary Elizabeth
Doyle Trust U/D DTD
2/17/92
Linda S. Fisher 208.98 50.00 Technician
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Number of Shares Number of Shares Positions or Offices
Selling Held as of Which May Held With Cutler-
Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc.
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Linda S. Garber 215.65 50.00 Supervisor - Cost Accountant,
Cost Accountant
Mirjana R. Gearhart 12,537.67 11,939.00 Manager - Product Development
and Project Management, Vice
President - Manufacturing and
Materials, Vice President -
Engineering
Willard C. Hays 7,329.88 7,079.00 Manager of Sales and
Management Projects, Vice
President
Walter M. Huber 420.83 151.00 Senior Systems Engineer, Area
Systems Manager, Senior Field
Applications Engineer
Gregory A. Jordan 262.20 25.00 Project Manager, Manager of
Project Management
Steve Kaye 538.37 151.00 Manager - Training and
Programs, Manager - Marketing
Services
Simon Kelly 1,623.33 1,260.00 Assistant Treasurer(3)
Michael A. Kuhn 782.13 561.00 Product Business Manager, OEM
Sales Manager, Automation Sales
Manager
David J. Leonard 442.37 25.00 Purchasing Representative
Frank W. Magalski 8,990.48 8,142.00 Regional Sales Manager
Paul N. Martin 558.05 50.00 Manager IT, IS Manager,
Manager CIS
Michael R. Reynolds 335.48 151.00 Area Sales Manager
Duane K. Roberts 520.42 50.00 Manager Manufacturing
Engineering, Group Leader
Manufacturing Support
Merrille C. Shop 201.49 50.00 Draftsman Engineer
John Taylor 1,671.43 971.00 Area Sales Manager
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares Number of Shares Positions or Offices
Selling Held as of Which May Held With Cutler-
Shareholder October 31, 1997(1) Be Offered Hammer IDT, Inc.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
James T. Thorp 2,334.52 1,562.00 Senior Business Development
Manager, Product Marketing
Manager, Regional Sales
Manager
Mark Tinker 758.40 504.00 Engineering Manager
Howard J. Ubert 10,954.48 10,080.00 Regional Sales Manager
Howard J. & Joyce A. 2,520.00 2,520.00 " " "
Ubert, JTWROS
Howard J. Ubert, custodian 136.00 136.00 " " "
for Kathleen Ann Ubert
Gilbert Williams, Jr. 3267.34 2,659.00 General Manager, Executive Vice
President & Chief Operating
Officer
</TABLE>
(1) Includes Eaton Common Shares held by the Selling Shareholders in the
Eaton 401(k) Plan.
(2) Walter J. Doyle holds, in his individual capacity, 723.73 Eaton Common
Shares in the Eaton 401(k) Plan.
(3) In addition to Mr. Kelly's position with Cutler-Hammer IDT, Inc., Mr.
Kelly currently serves as Vice President and Assistant Secretary of
Eaton Yale Ltd. and as a director of Tycor International Corp, other
affiliates of Eaton.
<PAGE> 9
USE OF PROCEEDS
---------------
The Selling Shareholders will offer the Shares as principals for their
own accounts. The Company will receive none of the proceeds of any such sale.
DESCRIPTION OF EATON COMMON SHARES
----------------------------------
The Eaton Common Shares are registered under Section 12(b) of the
Exchange Act and, accordingly, no description is provided hereunder.
PLAN OF DISTRIBUTION
--------------------
The purpose of this Prospectus is to permit the Selling Shareholders to
offer for sale or to sell their Shares at such time and at such prices as they,
in their sole discretion, choose. The Company will not receive any proceeds from
these offerings or sales.
The distribution of Shares by the Selling Shareholders, if any, may be
effected from time to time in one or more transactions (which may include block
transactions) on the open market in ordinary brokerage transactions on the New
York Stock Exchange, the Chicago Stock Exchange, the Pacific Stock Exchange, or
the London Stock Exchange (on each of which the Eaton Common Shares are listed),
in privately negotiated transactions, or in a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The Selling
Shareholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of Shares for whom such broker-dealers may act as agent.
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any commission received by them and
any profit on the resale of Shares sold by them may be deemed to be underwriting
discounts and commissions.
One or more supplemental prospectuses will be filed pursuant to Rule
424 under the Securities Act to describe any material arrangement for the resale
of the Shares, if and when such arrangements are entered into by the Selling
Shareholders and any broker-dealers that participate in the distribution of the
Shares.
To the extent necessary to comply with certain state securities laws,
if applicable, the Selling Shareholders have advised the Company that the Shares
will be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the Shares may not be offered for
sale or sold unless the Shares have been registered or qualified for sale in
such states or an exemption from registration or qualification is available and
complied with.
<PAGE> 10
LEGAL MATTERS
-------------
The validity of the Shares will be passed upon for the Company by G. L.
Gherlein, Executive Vice President and General Counsel of the Company.
EXPERTS
-------
The consolidated financial statements of the Company and its
subsidiaries appearing in the Company's Annual Report on 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.
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company will bear the entire cost of the estimated expenses, as set
forth in the following table, in connection with the distribution of the
securities covered by this Registration Statement.
<TABLE>
<S> <C>
SEC registration fee.......................................$ 5,068.50
Legal fees and expenses.................................... 8,000.00
Accounting fees and expenses............................... 5,000.00
Miscellaneous.............................................. 10,000.00
---------
Total.................................................$ 28,068.50
=========
</TABLE>
The Company shall be responsible for the payment of any additional
expenses in connection with this Registration Statement other than (a)
underwriting discounts and commissions and (b) transfer taxes incurred by the
Selling Shareholders or their agents, including fees and expenses of counsel for
the Selling Shareholders.
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,
the 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 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 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 the date of the Agreements, 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 Index to Exhibits.
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:
<PAGE> 12
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any 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.
(c) 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 foregoing provisions, 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> 13
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 November 14, 1997.
EATON CORPORATION
By: /s/ G.L. Gherlein
-------------------------------------------
G. L. Gherlein, Executive Vice President
and General Counsel
<PAGE> 14
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.
<TABLE>
<CAPTION>
Name Title
<S> <C>
/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/ Ned C. Lautenbach Director
- ------------------------------
Ned C. Lautenbach
/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/ G.L. Gherlein November 14, 1997
------------------------------
G.L. Gherlein, Attorney-in-Fact
for the Officers and Directors
signing in the capacities indicated
</TABLE>
<PAGE> 15
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4(a) Amended Articles of Incorporation of Eaton Corporation, filed as
Exhibit 3(i) to Form 8-K dated May 19, 1994 and incorporated herein by
reference.
4(b) Amended Regulations of Eaton Corporation, filed as Exhibit (a)(3)3 to
Form 10-K 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 as Exhibit 1 to Form
8-A filed on July 5, 1995, and incorporated herein by reference.
4(d) Instruments defining rights of security holders, including indentures
(pursuant to Item 601(b)(4) of Regulation S-K, the Company agrees to
furnish to the Commission, upon request, a copy of the instruments
defining the rights of holders of long-term debt of the Company and its
subsidiaries).
5 Opinion of G. L. Gherlein, Executive Vice President and General
Counsel, as to the validity of the Common Shares registered.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of G. L. Gherlein, Executive Vice President and General
Counsel, contained in his opinion filed as Exhibit 5 to this
Registration Statement.
24 Power of Attorney.
<PAGE> 1
EXHIBIT 5
November 14, 1997
Eaton Corporation
Eaton Center
1111 Superior Avenue
Cleveland, Ohio 44114-2584
Re: Eaton Corporation Form S-3 Registration Statement-- 172,489 Common Shares
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 172,489
Eaton Common Shares with a par value of $.50 each (the "Common Shares") owned by
certain Eaton shareholders.
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 79,401,000 Common Shares were issued and
outstanding as of November 7, 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 172,489 Common Shares issued in connection
with the merger of Cutler-Hammer IDT, Inc. with and into IDT Acquisition
Corporation, a wholly-owned subsidiary of Eaton Corporation, and to the
incorporation by reference therein 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
November 10, 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 issued in connection with the
merger of Cutler-Hammer IDT, Inc. with and into IDT Acquisition Corporation, a
wholly-owned subsidiary of the Corporation, 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 14th day of November, 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/ Ned C. Lautenbach /s/ A. William Reynolds
- -------------------------------------- -----------------------------------
Ned C. Lautenbach, 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
