SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 1999
EATON CORPORATION
- --------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-1396 34-0196300
- ----------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Eaton Center
Cleveland, Ohio 44114
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(216) 523-5000
-----------------------------
Registrant's telephone number,
including area code
<PAGE>
Page 2
Item 5. Other Events
------------
Included in this report are 1) unaudited restated historical business
segment information of Eaton Corporation (Eaton or the Company) for
each year in the five-year period ended December 31, 1998, and the
first quarter of 1999, 2) unaudited pro forma combined business
segment information for 1998 and the first quarter of 1999 reflecting
Eaton's acquisition of Aeroquip-Vickers, Inc. (A-V), and 3) the press
release on July 13, 1999 announcing the sale of Engineered Fasteners.
1) UNAUDITED RESTATED HISTORICAL BUSINESS SEGMENT INFORMATION OF EATON
Due to the recent acquisition of A-V, and the previously announced
planned divestitures of the Fluid Power, Engineered Fasteners and
Vickers Electronics Systems divisions, the Company has realigned its
business segment reporting. Principal changes include: Hydraulics
and Other Components has been renamed Fluid Power and Other Components
and will include the operating results of A-V; Aerospace Controls has
been reclassified from Industrial and Commercial Controls to Fluid Power
and Other Components; the Trucking Information Systems Division and Eaton
VORAD have been reclassified from Automotive Components to Truck
Components; and the operating results of the Fluid Power and Engineered
Fasteners divisions, included in Automotive Components and Hydraulics
and Other Components, respectively, have been reclassified to divested
operations. Prior periods have been reclassified to conform to the
current presentation.
<PAGE>
Page 3
EATON CORPORATION
RESTATED HISTORICAL BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT AND
RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------
(Millions) 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $1,741 $1,601 $1,560 $1,436 $1,120
Fluid Power & Other Components 681 657 587 582 524
Industrial & Commercial Controls 2,145 2,091 1,956 1,847 1,684
Semiconductor Equipment 267 459 446 383 213
Truck Components 1,478 1,177 916 1,026 918
------ ------ ------ ------ ------
Total ongoing operations 6,312 5,985 5,465 5,274 4,459
Divested operations 313 1,578 1,496 1,548 1,593
------ ------ ------ ------ ------
Total net sales $6,625 $7,563 $6,961 $6,822 $6,052
====== ====== ====== ====== ======
OPERATING PROFIT
Automotive Components $ 198 $ 191 $ 170 $ 149 $ 120
Fluid Power & Other Components 117 123 109 115 86
Industrial & Commercial Controls 140 182 149 134 129
Semiconductor Equipment (123) 29 60 76 40
Truck Components 201 149 57 175 166
------ ------ ------ ------ ------
Total ongoing operations 533 674 545 649 541
Divested operations 49 150 76 79 91
Amortization of certain intangible
assets (67) (48) (41) (34) (29)
Purchased in-process R&D (85)
Interest expense - net (88) (79) (79) (81) (76)
Gain on sales of businesses 43 91
Corporate & other - net 15 (35) (16) (21) (39)
------ ------ ------ ------ ------
Income before income taxes $ 485 $ 668 $ 485 $ 592 $ 488
====== ====== ====== ====== ======
Segment operating profit was reduced by the following restructuring charges
Automotive Components $ 12 $ 12 $ 10
Fluid Power & Other Components 1 1 4
Industrial & Commercial Controls 28 6 3
Semiconductor Equipment 43 1 2
Truck Components 17 4 16
</TABLE>
The operating results above do not include the historical results of A-V.
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 4
EATON CORPORATION
RESTATED HISTORICAL BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT AND
RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
1999 1998
----- -------------------------------------
(Millions) QTR.1 QTR.4 QTR.3 QTR.2 QTR.1 TOTAL
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $ 478 $ 451 $ 412 $ 436 $ 442 $1,741
Fluid Power & Other Components 159 155 168 180 178 681
Industrial & Commercial Controls 512 524 559 553 509 2,145
Semiconductor Equipment 57 47 48 93 79 267
Truck Components 382 358 368 378 374 1,478
------ ------ ------ ------ ------ ------
Total ongoing operations 1,588 1,535 1,555 1,640 1,582 6,312
Divested operations 73 71 65 72 105 313
------ ------ ------ ------ ------ ------
Total net sales $1,661 $1,606 $1,620 $1,712 $1,687 $6,625
====== ====== ====== ====== ====== ======
OPERATING PROFIT
Automotive Components $ 62 $ 51 $ 41 $ 54 $ 52 $ 198
Fluid Power & Other Components 22 22 26 35 34 117
Industrial & Commercial Controls 27 28 44 46 22 140
Semiconductor Equipment (12) (30) (71) (8) (14) (123)
Truck Components 60 38 50 61 52 201
------ ------ ------ ------ ------ ------
Total ongoing operations 159 109 90 188 146 533
Divested operations 15 11 8 14 16 49
Amortization of certain intangible
assets (17) (19) (16) (16) (16) (67)
Interest expense - net (21) (21) (23) (23) (21) (88)
Gain on sales of businesses 43 43
Corporate & other - net (13) 10 20 (2) (13) 15
------ ------ ------ ------ ------ ------
Income before income taxes $ 123 $ 90 $ 79 $ 161 $ 155 $ 485
====== ====== ====== ====== ====== ======
Segment operating profit was reduced by the following restructuring charges
Automotive Components $ 5 $ (1) $ 8 $ 12
Fluid Power & Other Components 1 1
Industrial & Commercial Controls 13 15 28
Semiconductor Equipment 2 $ 42 (1) 43
Truck Components 8 (1) 10 17
</TABLE>
The operating results above do not include the historical results of A-V.
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 5
EATON CORPORATION
RESTATED HISTORICAL BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT AND
RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
1997
-------------------------------------
(Millions) QTR.4 QTR.3 QTR.2 QTR.1 TOTAL
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $ 402 $ 382 $ 412 $ 405 $1,601
Fluid Power & Other Components 164 163 170 160 657
Industrial & Commercial Controls 522 546 527 496 2,091
Semiconductor Equipment 143 131 107 78 459
Truck Components 344 303 275 255 1,177
------ ------ ------ ------ ------
Total ongoing operations 1,575 1,525 1,491 1,394 5,985
Divested operations 359 406 418 395 1,578
------ ------ ------ ------ ------
Total net sales $1,934 $1,931 $1,909 $1,789 $7,563
====== ====== ====== ====== ======
OEPRATING PROFIT
Automotive Components $ 41 $ 42 $ 55 $ 53 $ 191
Fluid Power & Other Components 28 31 34 30 123
Industrial & Commercial Controls 40 56 48 38 182
Semiconductor Equipment 11 14 4 29
Truck Components 54 37 32 26 149
------ ------ ------ ------ ------
Total ongoing operations 174 180 173 147 674
Divested operations 32 38 45 35 150
Amortization of certain intangible
assets (15) (13) (10) (10) (48)
Purchased in-process R&D (85) (85)
Interest expense - net (22) (20) (19) (18) (79)
Gain on sales of businesses 91 91
Corporate & other - net (14) (5) (7) (9) (35)
------ ------ ------ ------ ------
Income before income taxes $ 246 $ 95 $ 182 $ 145 $ 668
====== ====== ====== ====== ======
Segment operating profit was reduced by the following restructuring charges
Automotive Components $ 12 $ 12
Fluid Power & Other Components 1 1
Industrial & Commercial Controls 6 6
Semiconductor Equipment 1 1
Truck Components 4 4
</TABLE>
The operating results above do not include the historical results of A-V.
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 6
EATON CORPORATION
RESTATED HISTORICAL BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT AND
RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
1996
-------------------------------------
(Millions) QTR.4 QTR.3 QTR.2 QTR.1 TOTAL
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $ 376 $ 378 $ 411 $ 395 $1,560
Fluid Power & Other Components 141 139 151 156 587
Industrial & Commercial Controls 495 508 483 470 1,956
Semiconductor Equipment 100 94 122 130 446
Truck Components 222 233 236 225 916
------ ------ ------ ------ ------
Total ongoing operations 1,334 1,352 1,403 1,376 5,465
Divested operations 390 367 379 360 1,496
------ ------ ------ ------ ------
Total net sales $1,724 $1,719 $1,782 $1,736 $6,961
====== ====== ====== ====== ======
OEPRATING PROFIT
Automotive Components $ 31 $ 42 $ 54 $ 43 $ 170
Fluid Power & Other Components 29 24 26 30 109
Industrial & Commercial Controls 36 42 37 34 149
Semiconductor Equipment 1 8 25 26 60
Truck Components (5) 10 23 29 57
------ ------ ------ ------ ------
Total ongoing operations 92 126 165 162 545
Divested operations 25 20 16 15 76
Amortization of certain intangible
assets (12) (14) (6) (9) (41)
Interest expense - net (20) (19) (21) (19) (79)
Corporate & other - net (5) 2 (5) (8) (16)
------ ------ ------ ------ ------
Income before income taxes $ 80 $ 115 $ 149 $ 141 $ 485
====== ====== ====== ====== ======
Segment operating profit was reduced by the following restructuring charges
Automotive Components $ 8 $ 1 $ 1 $ 10
Fluid Power & Other Components 1 $ 1 2 4
Industrial & Commercial Controls 2 1 3
Semiconductor Equipment 2 2
Truck Components 13 2 1 16
</TABLE>
The operating results above do not include the historical results of A-V.
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 7
2) UNAUDITED PRO FORMA COMBINED BUSINESS SEGMENT INFORMATION REFLECTING
EATON'S ACQUISITION OF AEROQUIP-VICKERS, INC.
The following unaudited pro forma combined business segment information
has been prepared by Eaton's management. This business segment information
reflects Eaton's acquisition of Aeroquip-Vickers, Inc. (A-V), and
combines for the indicated periods, the historical consolidated business
segment information of Eaton and A-V, using the purchase method of
accounting.
The unaudited pro forma combined business segment information reflects
adjustments as if the acquisition had occurred at the beginning of
the periods presented.
The pro forma business segment information includes preliminary
estimates and assumptions which Eaton's management believes are
reasonable. However, the pro forma results do not include any anticipated
cost savings or other effects of the planned integration of Eaton and
A-V. Therefore, the pro forma results are not necessarily indicative of
the results which would have occurred if the business combination had
been in effect on the dates indicated, or which may result in the
future.
The pro forma business segment information has been prepared using the
following facts and assumptions:
- - Eaton acquires the common stock and common stock equivalents of
A-V in exchange for a total cash payment of $1.623 billion.
- - Eaton borrows $1.623 billion to finance the acquisition.
- - The assets acquired and liabilities assumed of A-V are recorded at
estimated fair values as determined by Eaton's management based on
information currently available and on current tentative assumptions
as to the future operations of A-V. Eaton will be obtaining
independent appraisals of the fair values of the acquired property,
plant and equipment, and identified intangible assets, and their
remaining useful lives. Eaton will also be reviewing and determining
the fair values of the other assets acquired and liabilities assumed.
Accordingly, the allocation of the purchase price to the acquired
assets and liabilities of A-V is subject to revision as a result of
the final determination of appraised and other fair values.
The pro forma business segment results do not reflect the planned sale
of Eaton's Engineered Fasteners and Fluid Power Divisions announced on
March 25, 1999 or Vickers Electronic Systems (VES) announced on May 20,
1999, other than to classify these operations as divested operations.
For 1998, Engineered Fasteners and Fluid Power reported net sales of
$94 million and $189 million, respectively. VES, which had 1998 sales
of $133 million, is a business that was acquired in the acquisition
of A-V.
<PAGE>
Page 8
On July 13, 1999, Eaton announced it had signed a definitive agreement to
sell the Engineered Fasteners business to TransTechnology Corporation for
$173 million cash. The sale is expected to be completed by September 1,
1999. Although Eaton intends to complete the sales of the Fluid Power
and VES businesses in 1999, no buyers have yet been identified, and, as
a result, Eaton will not speculate on the sales price it might receive
for the businesses. Proceeds from the sales of these businesses will
be used to partially refinance the $1.623 billion cost of the acquisition
of A-V.
The pro forma business segment information should be read in conjunction
with the 1998 historical consolidated financial statements, and related
notes, of Eaton, incorporated by reference from its Amended 1998 Form 10-K
filed on May 11, 1999, and for the first quarter of 1999 incorporated
by reference from its Form 10-Q filed on May 17, 1999. The pro forma
business segment information should also be read in conjunction with the
1998 historical consolidated financial statements and schedule, and
related notes, of A-V, incorporated by reference from Eaton's Amended
Form 8-K filed on May 11, 1999, and for the first quarter of 1999
incorporated by reference from Eaton's Form 8-K filed on June 21, 1999.
Finally, the pro forma business segment information should be read in
conjunction with the unaudited pro forma condensed financial statements
reflecting Eaton's acquisition of A-V as of March 31, 1999 and
December 31, 1998 incorporated by reference from Eaton's Form 8-K filed
on June 21, 1999.
<PAGE>
Page 9
EATON CORPORATION
PRO FORMA BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT
AND RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
---------------------------------
PRO
HISTORICAL FORMA PRO
------------- ADJUST- FORMA
(Millions) EATON A-V MENTS COMBINED
----- ----- ----- --------
<S> <C> <C> <C> <C>
NET SALES
Automotive Components $ 478 $ 478
Fluid Power & Other Components 159 $ 538 $ (27)a 670
Industrial & Commercial Controls 512 512
Semiconductor Equipment 57 57
Truck Components 382 382
------ ------ ------ ------
Total ongoing operations 1,588 538 (27) 2,099
Divested operations 73 27 a 100
------ ------ ------ ------
Total net sales $1,661 $ 538 $ 0 $2,199
====== ====== ====== ======
OPERATING PROFIT
Automotive Components $ 62 $ 62
Fluid Power & Other Components 22 $ 37 $ 3 a
(2)c
2 e
(16)j 46
Industrial & Commercial Controls 27 27
Semiconductor Equipment (12) (12)
Truck Components 60 60
------ ------ ------ ------
Total ongoing operations 159 37 (13) 183
Divested operations 15 (3)a 12
Amortization of certain intangible
assets (17) (3)f
(6)g (26)
Interest expense - net (21) (7) (25)h (53)
Corporate & other - net (13) (12) 16 j (9)
------ ------ ------ ------
Income before income taxes $ 123 $ 18 $ (34) $ 107
====== ====== ====== ======
</TABLE>
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 10
EATON CORPORATION
PRO FORMA BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT
AND RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1998
--------------------------------
PRO
HISTORICAL FORMA PRO
------------- ADJUST- FORMA
(Millions) EATON A-V MENTS COMBINED
----- ----- ----- --------
<S> <C> <C> <C> <C>
NET SALES
Automotive Components $1,741 $1,741
Fluid Power & Other Components 681 $2,150 $ (133)a 2,698
Industrial & Commercial Controls 2,145 2,145
Semiconductor Equipment 267 267
Truck Components 1,478 1,478
------ ------ ------ ------
Total ongoing operations 6,312 2,150 (133) 8,329
Divested operations 313 133 a 446
------ ------ ------ ------
Total net sales $6,625 $2,150 $ 0 $8,775
====== ====== ====== ======
OPERATING PROFIT
Automotive Components $ 198 $ 198
Fluid Power & Other Components 117 $ 214 $ (10)a
(8)c
2 d
5 e
(64)j 256
Industrial & Commercial Controls 140 140
Semiconductor Equipment (123) (123)
Truck Components 201 201
------ ------ ------ ------
Total ongoing operations 533 214 (75) 672
Divested operations 49 10 a 59
Amortization of certain intangible
assets (67) (12)f
(24)g (103)
Interest expense - net (88) (27) (99)h
1 i (213)
Gain on sales of businesses 43 43
Corporate & other - net 15 (40) (1)b
64 j 38
------ ------ ------ ------
Income before income taxes $ 485 $ 147 $ (136) $ 496
====== ====== ====== ======
</TABLE>
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
See schedule on page 12 for pro forma combined business segment information
for each quarterly period in 1998.
<PAGE>
Page 11
The operating results in the above tables include the historical results of
A-V and pro forma adjustments to reflect Eaton's acquisition of A-V. The
pro forma adjustments are as follows:
a Reclassify results of VES to divested operations
b Adjust expense for acquired pensions and postretirement benefits
other than pensions of A-V to reflect Eaton's current actuarial assumptions
c Depreciate the write-up of acquired property, plant and equipment to
estimated fair value over 10 years
d Eliminate amortization of certain costs, principally start-up activities,
deferred by A-V
e Eliminate amortization of the excess of cost over net assets acquired
related to A-V's acquisitions of businesses in prior years
f Amortize the estimated fair value of acquired identified intangible
assets over 25 years
g Amortize the excess of the purchase price of A-V over the estimated
fair value of net assets acquired over 40 years
h Record additional interest expense related to $1.623 billion increase
in debt to fund the acquisition (assumed interest rate 6.1%)
i Amortize adjustment of acquired long-term debt to reflect Eaton's
current interest rates
j Conform business segment operating profit of A-V to Eaton method of
calculating operating profit
<PAGE>
Page 12
EATON CORPORATION
PRO FORMA BUSINESS SEGMENT INFORMATION
SUMMARY OF NET SALES, OPERATING SEGMENT PROFIT
AND RECONCILIATIONS TO INCOME BEFORE INCOME TAXES
<TABLE>
<CAPTION>
1998
-------------------------------------
(Millions) QTR.4 QTR.3 QTR.2 QTR.1 TOTAL
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $ 451 $ 412 $ 436 $ 442 $1,741
Fluid Power & Other Components 641 646 720 691 2,698
Industrial & Commercial Controls 524 559 553 509 2,145
Semiconductor Equipment 47 48 93 79 267
Truck Components 358 368 378 374 1,478
------ ------ ------ ------ ------
Total ongoing operations 2,021 2,033 2,180 2,095 8,329
Divested operations 104 96 107 139 446
------ ------ ------ ------ ------
Total net sales $2,125 $2,129 $2,287 $2,234 $8,775
====== ====== ====== ====== ======
OPERATING PROFIT
Automotive Components $ 51 $ 41 $ 54 $ 52 $ 198
Fluid Power & Other Components 33 56 87 80 256
Industrial & Commercial Controls 28 44 46 22 140
Semiconductor Equipment (30) (71) (8) (14) (123)
Truck Components 38 50 61 52 201
------ ------ ------ ------ ------
Total ongoing operations 120 120 240 192 672
Divested operations 13 10 18 18 59
Amortization of certain intangible
assets (28) (25) (25) (25) (103)
Interest expense - net (53) (53) (55) (52) (213)
Gain on sales of businesses 43 43
Corporate & other - net 15 28 4 (9) 38
------ ------ ------ ------ ------
Income before income taxes $ 67 $ 80 $ 182 $ 167 $ 496
====== ====== ====== ====== ======
</TABLE>
Divested operations includes the Fluid Power and Engineered Fasteners
divisions which the Company expects to divest in the second half of 1999.
<PAGE>
Page 13
3) EATON TO SELL FASTENER BUSINESS TO TRANSTECHNOLOGY FOR $173 MILLION
On July 13, 1999, Eaton and TransTechnology Corporation (NYSE:TT) said
they have signed a definitive agreement whereby Eaton will sell its
Engineered Fasteners business unit to TransTechnology for $173 million
cash. The sale is expected to be completed by September 1, 1999.
Eaton had announced on March 25, 1999, its intent to sell its Engineered
Fasteners and Fluid Power Divisions to offset, in part, the cost of the
company's acquisition of Aeroquip-Vickers, Inc.
TransTechnology, headquartered in Liberty Corner, New Jersey, is a
multinational manufacturer of specialty fasteners and aerospace products
with more than 1,750 employees at 12 facilities in the U. S., England,
Germany and Brazil. Sales for the fiscal year ended March 31, 1999, were
$228 million.
Eaton's Engineered Fastener Division, which employs 650 and had 1998
sales of $94 million, manufactures a wide variety of fastening devices for
automotive, business equipment, consumer electronics and home appliance
markets. The division has manufacturing facilities in Brunswick and
Massillon, Ohio, and Hamilton, Ontario, Canada.
"Eaton's fastener business is made up of an excellent work force and
leadership teams," said Chairman Stephen R. Hardis. "TransTechnology and
our Fastener Division have similar corporate values, and opportunities are
present that will permit this business to continue to grow and prosper. We
firmly believe that this transaction is in the ultimate best interest of
everyone involved."
Michael J. Berthelot, TransTechnology chief executive officer, said, "The
Eaton Fastener Division and its well-recognized Tinnerman™ line of
products will become a major component of TransTechnology. Engineered
Fasteners will combine with TransTechnology's Palnut™ fastener
operation in Mountainside, New Jersey, to form its own Engineered
Components Division, which will be headquartered in Brunswick, Ohio, and
will coordinate the activities of the three Engineered Fasteners facilities and
the Mountainside operation.
"The combining of the Tinnerman and Palnut brand names will offer our
diverse customer base a wide selection of fastener solutions and permit us to
introduce a number of new products," continued Berthelot. "Our entire
organization is excited about the opportunities that this combination will
provide to customers and employees alike."
TransTechnology, the seventh largest fastener manufacturer in the United
States, is also the largest manufacturer of retaining rings in the world, and a
leader in the design and manufacture of heavy-duty hose clamps. The
company also manufactures rivets and externally threaded fasteners for the
aerospace industry and specialty machined and cold- headed products.
TransTechnology's Aerospace Products Group is the world's leading
<PAGE>
Page 14
manufacturer of sophisticated lifting and restraining products used on rescue
missions by military and civilian helicopters, as well as of rods used to hold
aircraft engine cowlings open.
Primary markets for TransTechnology's fastening products include heavy
truck, off-road equipment, automobile, marine, civilian and military
aircraft and consumer goods ranging from appliances to computers, toys and
photographic equipment.
<PAGE>
Page 15
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Eaton Corporation
-----------------
/s/ Billie K. Rawot
-----------------------------
Billie K. Rawot
Vice President and Controller
Principal Accounting Officer
Date: July 15, 1999
<PAGE>
