Registration No. 33-58295
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
(Post-Effective Amendment No. 1)
To
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 (I.R.S. Employer
Jurisdiction of Identification No.)
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)
EATON CORPORATION
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DE-REGISTRATION OF REMAINING SECURITIES
REGISTERED UNDER
REGISTRATION STATEMENT NO. 33-58295
On March 29, 1995 (subsequently amended on May 17, 1995),
Eaton Corporation ("Eaton"), an Ohio corporation, having its
principal executive office at Eaton Center, 1111 Superior Avenue,
Cleveland, Ohio 44114-2584, filed with the Securities and
Exchange Commission a Registration Statement on Form S-3 for the
registration of 1,599,988 of its Common Shares, $ 0.50 par value
per share (the "Shares"), which Shares had been acquired by the
former shareholders of Lectron Products, Inc. (the "Selling
Shareholders") pursuant to an Agreement and Plan of Merger dated
as of November 4, 1994, among Eaton, Eaton Michigan Corporation,
a Michigan corporation wholly-owned by Eaton ("Merger Sub"), and
Lectron Products, Inc., a Michigan corporation ("Lectron"),
providing for the merger (the "Merger") of Merger Sub with and
into Lectron and Lectron being the surviving corporation of the
Merger. Each common share of Lectron issued and outstanding
immediately prior to the Merger (other than common shares held in
the treasury of Lectron or owned by any subsidiary of Lectron),
was converted into the right to receive 1.7506715 Common Shares
of Eaton in the Merger.
In connection with the receipt of the Shares in the Merger,
with certain limitations, the Selling Shareholders were entitled
to effect the distribution of their shares from time to time in
one or more transactions on the open market or in privately
negotiated transactions, or in a combination of such methods of
sale. The purpose of the Registration Statement was 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,
chose.
As of the date of this Amendment, any remaining shares held
by the Selling Shareholders have satisfied the holding period
requirements of Rule 144 promulgated under the Securities
Exchange Act of 1933 and, accordingly, may be sold pursuant to
the applicable provisions, including volume limitations, imposed
by that Rule. Eaton hereby amends the Registration Statement to
reflect the de-registration of the remaining shares held by the
Selling Shareholders.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Amendment No. 2 (Post-Effective
Amendment No. 1) to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Cleveland, and State of Ohio, on February 12, 1997.
Eaton Corporation, Registrant
By: /s/ David M. O'Loughlin
Attorney-in-fact for the
officers and directors
signing in the capacities
indicated
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 2 (Post-Effective Amendment No. 1) to
Form S-3 Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature and Title Date
STEPHEN R. HARDIS, Chairman and Chief Executive
Officer; Principal Executive Officer; Director
ALEXANDER M. CUTLER, President and Chief Operating
Officer; Director
ADRIAN T. DILLON, Vice President -- Chief Financial
and Planning Officer; Principal Financial Officer
RONALD L. LEACH, Vice President -- Accounting;
Principal Accounting Officer
NEIL A. ARMSTRONG, Director February 12, 1997
PHYLLIS B. DAVIS, Director
ERNIE GREEN, Director
CHARLES E. HUGEL, Director
JOHN R. MILLER, Director
FURMAN C. MOSELEY, Director
VICTOR A. PELSON, Director
A. WILLIAM REYNOLDS, Director
GARY L. TOOKER, Director
The undersigned by signing his name hereto, executes this
Amendment No. 2 (Post-Effective Amendment No. 1) to Form S-3
Registration Statement pursuant to a Power of Attorney executed
by the above-named officers and directors of the Registrant and
filed with the Securities and Exchange Commission as Exhibit 24
hereto.
By: /s/ David M. O'Loughlin
Attorney-in-fact for the
officers and directors
signing in the capacities
indicated
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)* Instruments defining rights of security holders,
including indentures (pursuant to Regulation S-K
Item 601(b)(4), 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.
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.
* Previously filed with the Commission as Exhibits with the same
respective numbers to Eaton Corporation's Registration Statement on
Form S-3, filed with the Commission on March 29, 1995.
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 does hereby
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
amendments filed with the Securities and Exchange Commission with
respect to Registration Statement No. 33-58295 registering Common
Shares of the Corporation issued in connection with the acquisition
of all of the stock of Lectron Products, Inc., 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
thereof.
This Power of Attorney shall not apply to any amendment filed
after December 31, 1998.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio, this 22th day of January, 1997.
/s/ Stephen R. Hardis /s/ Alexander M. Cutler
Stephen R. Hardis, Chairman and Alexander M. Cutler, President
Chief Executive Officer; Principal and Chief Operating Officer;
Executive Officer; Director Director
/s/ Adrian T. Dillon /s/ Ronald L. Leach
Adrian T. Dillon, Vice President- Ronald L. Leach, Vice
Chief Financial and Planning President--Accounting;
Officer; Principal Financial Principal Accounting
OfficerOfficer
/s/ Neil A. Armstrong /s/ Phyllis B. Davis
Neil A. Armstrong, Director Phyllis B. Davis, Director
/s/ Ernie Green /s/ Charles E. Hugel
Ernie Green, Director Charles E. Hugel, Director
/s/ John R. Miller /s/ Furman C. Moseley
John R. Miller, Director Furman C. Moseley, Director
/s/ Victor A. Pelson /s/ A. William Reynolds
Victor A. Pelson, Director A. William Reynolds, Director
/s/ Gary L. Tooker
Gary L. Tooker, Director
