SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14D-1/A
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fusion Systems Corporation
(Name of Subject Company)
ETN Acquisition Corp.
Eaton Corporation
(Bidders)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
361129109
(CUSIP number of class of securities)
Gerald L. Gherlein, Esq.
Eaton Corporation
Eaton Center
1111 Superior Avenue, N.E.
Cleveland, Ohio 44114
(216) 523-5000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of bidder)
Copies to:
Daniel A. Neff, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$292,224,465 $58,445
* For purposes of calculating the filing fee only. Based
upon 7,492,935 shares of Common Stock, par value $.01 per
share, of Fusion Systems Corporation outstanding on June
27, 1997.
** The fee, calculated in accordance with Rule 0-11(d) of the
Securities Exchange Act of 1934, is 1/50 of one percent of
the aggregate Transaction Valuation.
/x/ Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and date of its filing.
Amount Previously Paid: $58,445 Filing Parties: Eaton Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: July 7, 1997<PAGE>
Eaton Corporation ("Parent") and ETN Acquisition
Corp. (the "Purchaser") hereby amend and supplement their Ten-
der Offer Statement on Schedule 14D-1 originally filed on July
7, 1997 (the "Schedule 14D-1") with respect to the Purchaser's
offer to purchase all outstanding shares of Common Stock, par
value $.01 per share (the "Shares"), of Fusion Systems Corpora-
tion, a Delaware corporation (the "Company"), together with any
associated preferred share purchase rights ("Rights"), issued
pursuant to the Rights Agreement, dated as of September 8,
1994, as amended as of April 19, 1995 and June 30, 1997, be-
tween the Company and BankBoston, N.A. (formerly The First
National Bank of Boston), as Rights Agent, at a price of $39.00
per Share (and associated Right), net to the seller in cash,
without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 7,
1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments and supple-
ments thereto, collectively constitute the "Offer"), as set
forth in this combined Amendment No. 1 to the Schedule 14D-1.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The waiting period under the HSR Act expired at 11:59 p.m. on
July 22, 1997.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
Dated: July 23, 1997
EATON CORPORATION
By: /s/ Alexander M. Cutler
Name: Alexander M. Cutler
Title: President and Chief
Operating Officer
ETN ACQUISITION CORP.
By: /s/ Brian R. Bachman
Name: Brian R. Bachman
Title: President
