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): April 9, 1999
Eaton Corporation
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(Exact name of registrant as specified in its charter)
Ohio 1-1396 34-0196300
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Eaton Center, Cleveland, Ohio 44114-2584
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(Address of principal executive offices) (Zip Code)
(216) 523-5000
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Registrant's telephone number,
including area code
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ITEM 5. OTHER EVENTS
Eaton Corporation today said it will complete at the close of
business today the acquisition of Aeroquip-Vickers, Inc., a
global manufacturer of engineered components and systems for
industrial, aerospace and automotive markets, for $1.7
billion.
Today's announcement follows overwhelming acceptance of a $58
dollar a share offer for all outstanding shares by Aeroquip-
Vickers stockholders at a special meeting held in Maumee,
Ohio, yesterday.
Stephen R. Hardis, Eaton Chairman and Chief Executive Officer,
said, "When we announced our intent to acquire Aeroquip-
Vickers on February 1, we indicated that this transaction was
designed to give us global leadership in mobile and industrial
hydraulics, as well as in the area of hoses and couplings.
The more we learn about the organization, the more encouraged
we have become about our global prospects.
"We have used the interim period between the February 1, 1999
announcement and the conclusion of the transaction today to
plan the most effective means of integrating these businesses
with Eaton's existing franchises. We have done this by
creating teams comprised of full-time, proven managers from
within Eaton and Aeroquip-Vickers, and their task is to study
organizational, manufacturing and marketing alignments in
order to determine the most effective ongoing structure for
these businesses. We are very pleased with the speed at
which the teams are moving, and the progress they are making.
"What these teams have seen to date increases our confidence
that this acquisition will create over $1 billion of value for
our owners. We will soon be announcing the organizational
structure for the combined operations. That leadership,
working with the integration teams, will be responsible for
achieving the operational synergies we have identified and for
setting the future direction of these businesses."
Aeroquip is a global leader in the manufacture of products
that include all pressure ranges of hose, fittings, adapters,
couplings and other fluid connectors, plus precision molded
and extruded plastic products.
Vickers is a leading worldwide producer of hydraulic pumps,
motors and cylinders; electronic and hydraulic controls;
electric motors and drives; filtration products; and fluid-
evaluation products and services. The two companies had
combined sales of $2.1 billion for 1998.
Eaton Corporation is a global manufacturer of highly
engineered products that serve industrial, vehicle,
construction, commercial and semiconductor markets. Principal
products include electrical power distribution and control
equipment, truck drivetrain systems, engine components,
hydraulic products, ion implanters and a wide variety of
controls.
Headquartered in Cleveland, the company has 49,500 employees
and 155 manufacturing sites in 25 countries around the world.
Sales for 1998 were $6.6 billion. These numbers do not
reflect the effect of the Aeroquip-Vickers, Inc. acquisition.
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The forward-looking statements in this news release should be
used with caution. They are subject to various risks and
uncertainties, many of which are outside the control of the
companies. Important factors which could cause actual results
to differ materially from those in the forward-looking
statements include changes in global economic and financial
conditions, labor strikes, the markets for hydraulics, hose
and couplings around the world and Eaton's ability to
successfully implement the integration.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
by the undersigned, thereunto duly authorized.
EATON CORPORATION
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(Registrant)
/s/ Adrian T. Dillon
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Adrian T. Dillon
Executive Vice President-
Chief Financial and Planning
Officer
Date: April 9, 1999
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