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As Filed with the Securities and Exchange Commission on June ____, 1999
Registration No. 333-28867
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
EATON CORPORATION
(Exact name of issuer as specified in its charter)
Ohio 34-0196300
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(State of Incorporation) (IRS Employer Identification No.)
Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)
AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN
(Full Title of Plan)
E. R. Franklin, Secretary
Eaton Corporation
Eaton Center, Cleveland, Ohio 44114
(216) 523-4103
(Name, address, and telephone number, including area code,
of agent for service)
POST-EFFECTIVE AMENDMENT
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25,000 of the Eaton Corporation Common Shares covered by this Registration
Statement are hereby deregistered. This deregistration is the result of the sale
by Eaton of most of its ownership interest in AIL Systems Inc. to an ESOP and
Management. The deregistered shares have been included under a Registration
Statement covering the Eaton Corporation 401(k) Savings Plan.
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SIGNATURES
The Registrant - 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-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 25th
day of May, 1999.
EATON CORPORATION
By /s/ G. L. Gherlein
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G. L. Gherlein
Executive Vice President
and General Counsel
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
* Chairman and Chief Executive
- ----------------------- Officer; Principal Executive
Stephen R. Hardis Officer; Director
* President and Chief Operating
- ----------------------- Officer; Director
Alexander M. Cutler
* Executive Vice President - Chief
- ----------------------- Financial and Planning
Adrian T. Dillon Officer; Principal Financial
Officer
* Vice President and Controller;
- ----------------------- Principal Accounting Officer
Billie K. Rawot
* Director
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Phyllis B. Davis
* Director
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Ernie Green
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* Director
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John R. Miller
* Director
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Victor A. Pelson
* Director
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A. William Reynolds
* Director
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Gary L. Tooker
*By /s/ DAVID M. O'LOUGHLIN May 25, 1999
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David M. O'Loughlin, Attorney-in-Fact
for the Officers and Directors
Signing in the capacities indicated
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PLAN SIGNATURE
The Plan - Pursuant to the requirements of the Securities Act of 1933, the
AIL Systems Inc. Employee Investment Plan has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in Deer Park, New York, on the 25th day of May, 1999.
AIL SYSTEMS INC. EMPLOYEE INVESTMENT PLAN
By: /s/ P. D. Comiskey
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P. D. Comiskey
Director - Human Resources
AIL Systems Inc.
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