Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Eaton Vance Corp.
(Exact name of issuer as specified in its charter)
Maryland 04-2718215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
1984 Incentive Stock Option Plan
(Full title of the plan)
Pamela Wilson, Esq.
c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 526-6371
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of Proposed Proposed
securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
registered registered per share offering price fee
Non-Voting Common 528,764 $33.125 $17,515,307 $6,039.80
Stock, $.0625
par value
_______________
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended, upon the basis of the average
of the high and low sale prices of the Registrant's Non-Voting National Market
System on March 1, 1994.
Page 1 of 19 pages.
Exhibit Index begins on page 16
PROSPECTUS
1,080,479 SHARES
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus relates to 1,080,479 shares (the "Shares") of
Non-Voting Common Stock, $.0625 par value per share (the "Non-Voting
Common Stock"), of Eaton Vance Corp. ("Eaton Vance" or the "Company")
being offered from time to time by certain shareholders of the Company
or their respective legatees, heirs or legal representatives (the
"Selling Shareholders"), who may or may not be deemed "affiliates" of
the Company, as defined in Rule 405 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Securities
Act"), and who have purchased the Shares directly or upon the exercise of
options acquired pursuant to certain of the Company's option and stock
purchase plans. The shares have no voting rights. The Company will not
receive any of the proceeds from the sale of the shares by the Selling
Stockholders. The Shares are expected to be offered from time to time
at market prices.
The average of the high and low sale prices of the Non-Voting Common Stock
reported on the NASDAQ National Market System on January 31, 1994 was
$37.125.
This Prospectus also covers such additional shares as may be issuable to
the Selling Shareholders in the event of a stock dividend, stock split,
recapitalization or other similar change in the Non-Voting Common Stock.
The executive offices of the Company are located at 24 Federal Street,
Boston, Massachusetts 02110; its telephone number is 617-482-8260.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or the dates as of
which information is set forth herein. No person has been authorized to give
any information or to make any representations, other than as contained herein,
in connection with the offer contained in the Prospectus, and if given or made,
such information or representations must not be relied upon. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy the
Shares by any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
The date of this Prospectus is March 4, 1994.
Available Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company can be inspected and copied at the Boston Stock
Exchange, One Boston Place, Boston, Massachusetts.
Incorporation of Certain Documents By Reference
The Company is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Exchange Act, and in accordance therewith
files reports, proxy statements and other information with the Commission.
The following documents, which are filed with the Commission, are
incorporated in this Prospectus by reference:
(1) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act, that contains audited
financial statements for the Company's latest fiscal year for which
such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Non-Voting Common Stock contained in a
registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all shares of Non-Voting Common Stock
offered hereby have been sold and/or which deregisters all shares of Non-
Voting Common Stock then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of the filing of such
documents.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of
any or all of the documents incorporated herein by reference, other than
exhibits to such documents. Requests should be
addressed to: Treasurer, Eaton Vance Corp., 24 Federal Street, Boston,
Massachusetts 02110, (617) 482-8260.
The Company
Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer
of the Shares of Non-Voting Common Stock, $.0625 par value per share, covered
by this Prospectus. The principal offices of the Company are located at 24
Federal Street, Boston, Massachusetts 02110, and its telephone number is (617)
482-8260.
Selling Shareholders
The Selling Shareholders are or were officers, directors or employees of
the Company and/or of its subsidiaries, Eaton Vance Management, a
Massachusetts business trust ("EVM"), Investors Bank & Trust Company, a
Massachusetts-chartered trust company ("IBT"), and Eaton Vance Distributors,
Inc., a Massachusetts corporation ("EVD"). Such Shareholders acquired the
shares of the Company's Non-Voting Common Stock being offered hereunder
pursuant to certain of the Company's employee benefit plans. (See
"DESCRIPTION OF COMMON STOCK".) Although each of the Selling
Shareholders listed below is eligible to sell Shares under this Prospectus,
such Selling Shareholders do not necessarily have any present intention to
sell all or a part of their Shares. A total of 1,080,479 shares is available
for sale under this Prospectus as follows:
<TABLE>
<CAPTION>
Total Amount/
Shares of Percentage
Non-Voting of Non-Voting
Common Common Stock
Stock to be owned
Position with owned Amount after
the Company or prior to being completion
Name a subsidiary offering offered of offering\1/
<S> <C> <C> <C> <C>
James G. Baur Former officer 35,407 6,003 29,404/.32%
of EVM
Robert D. Brace Chairman of IBT 14,400 10,400 4,000/.04%
Edwin W. Bragdon Vice President 19,193 1,433 17,760/.19%
of EVM
H. Day Brigham, Jr. Vice President 137,900 113,100 24,800/.27%
and Director
Gary L. Carter Former officer 19,710 2,000 17,710/.19% of EVD
Michael J. Chapman Former officer 2,034 2,000 34/.0004%
of EVM
<PAGE>
Landon T. Clay Chairman of the 1,775,610 235,920 1,539,690/16.61%
Board of
Directors
Eileen M. Crowley Former officer 12,530 2,000 10,530/.11%
of EVM
Robert N. Dunbar Vice President 12,610 2,668 9,942/.11%
of EVM
M. Dozier Gardner President 241,216 205,470 35,746/.38%
and Director
Robert S. Goodof Vice President 4,341 2,000 2,341/.03%
of EVM
James B. Hawkes Executive Vice 140,360 117,120 23,240/.25%
President and
Director
John O. Jenkins Vice President 4,416 2,000 2,416/.03%
of EVM
Kenneth A. Johnston Vice President 11,769 4,000 7,769/.08%
of EVM
Curtis H. Jones Vice President, 62,524 33,907 28,617/.31%
Treasurer
and Director
Peter F. Kiely Vice President 84,560 55,012 29,548/.32%
of EVM
Clifford H. Krauss Vice President 13,728 2,000 11,728/.13%
of EVM
A. Walker Martin Vice President 27,843 22,000 5,843/.06%
of EVM
Edwin Novascone Vice President 33,962 27,754 6,208/.07%
of EVM
Thomas Otis Vice President 17,744 11,000 6,744/.07%
and Secretary
Laurence S. Reineman Vice President 12,424 6,000 6,424/.07%
of EVM
Chris Roman Vice President 8,923 2,000 6,923/.07%
of EVM,800 25,404/.27%
and Director
John P. Rynne Vice President 5,590 2,000 3,590/.04%
of EVM
Diane F. Sillers Vice President 19,038 12,000 7,038/.08%
of EVM
Richard A. Simons President 14,463 2,000 12,463/.13%
of Northeast
Properties, Inc.
Stuart B. Strong Vice President 5,690 2,000 3,690/.04%
of EVM
Michael B. Terry Vice President 7,142 2,000 5,142/.06%
of EVM
Roger E. Ulrich Former officer 6,796 2,000 4,796/.05%
of EVD
Duane E. Waldenburg Former Director 49,730 23,892 25,838/.27%
John H. Wise Former officer 26,950 12,000 14,950/.16%
of EVM
Sales under this Prospectus may also be made by certain unnamed persons
who are employees of, but not directors, officers or controlling persons of,
the Company who hold the lesser of (1) 1000 shares of Non-Voting Common Stock or
(2) 1% of the shares of Non-Voting Common Stock issuable under any of the
Company's employee benefit plans covering Shares to be offered under this
Prospectus (the "De Minimus Amount"). The amount of Shares that may be sold
by each of such unnamed persons under this Prospectus may not exceed the De
Minimis Amount.
<FN>
<F1> \1/ Assumes 9,269,550 shares of Non-Voting Common Stock will be outstanding following
the offering.
</TABLE>
Plan of Distribution
The Shares may be offered and sold from time to time directly by the Selling
Shareholders. The Selling Shareholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale.
The Selling Shareholders may from time to time offer the Shares through
underwriters, dealers or agents. The distribution of the Shares by the
Selling Shareholders may be effected from time to time in one or more
transactions that may take place on one or more exchanges or in the including
ordinary broker's transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of such securities as
principals, at market prices prevailing at the time of sale, at prices related
to such market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the
Selling Shareholders in connection with such sales.
The Company has been advised by the Selling Shareholders that they have
for the sale of Shares through a block trade, special offering, exchange
distribution or secondary distribution of a purchase by a brokerdealer. In
effecting sales, broker-dealers engaged by the Selling Shareholders may
arrange for other broker-dealers to participate. Broker-dealers may receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale.
In offering the Shares, the Selling Shareholders and any broker-dealers and
any other participating broker-dealers who execute sales for the Selling
Shareholder may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Shareholders and the compensation of such broker-dealers may be
deemed to be underwriting discounts and commissions. In addition, any Shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders have advised the Company that during such time
as they may be engaged in a distribution of the Shares they will comply with
Rules 10b-2, 10b-6 and 10b-7 under the Exchange Act (as those Rules are
described in more detail below) and, in connection therewith, the Selling
Shareholders have agreed not to engage in any stabilization activity in
connection with the Company's securities, to furnish to each broker-dealer
through which the Shares may be offered copies of this Prospectus, and not to
bid for or purchase any securities of the Company or attempt to induce any
person to purchase any of the Company's securities except as permitted under
the Exchange Act. The Selling Shareholders have also each agreed to inform
the Company when the distribution of their respective Shares is completed.
Rule 10b-2 under the Exchange Act prohibits persons who are participating in
or financially interested in a distribution of securities from making payments
to another person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except that Rule 10b-2
does not apply, among other exceptions, to brokerage transactions not
involving solicitation of customer orders. Rule 10b-6 under the Exchange Act
prohibits participants in a distribution from bidding for or purchasing, for
an account in which the participant has a beneficial interest, any of the
securities that are the subject of the distribution. Rule 10b-7 governs bids
and purchases made in order to stabilize the price of a security in connection
with a distribution of the security.
terminate on the date on which all Shares offered hereby have been sold by
the Selling Shareholders, or on such earlier date on which the Company files a
post-effective amendment which deregisters all Shares then remaining unsold.
The Company will pay certain expenses incidental to the offering and sale
of the Shares to the public estimated to be approximately $1,500. The Company
will not pay for, among other expenses, selling expenses, underwriting
discounts or fees and expenses of counsel for the Selling Shareholders.
Description of Common Stock
The Company is authorized to issue 11,920,000 shares of Non-Voting Common
Stock, $.0625 par value. The Company's Articles of Incorporation provide that
these shares shall not have voting rights under any circumstances whatsoever.
These shares are registered pursuant to Section 12 of the Exchange Act and are
traded on the NASDAQ National Market System and on the Boston Stock
Exchange. It is sales of Shares of the Company's Non-Voting Common Stock to
which this Registration Statement relates. These sales, by current or former
directors, officers, or employees of the Company or of its subsidiaries, are
of previously unregistered Shares acquired pursuant to various employee
benefit plans established by the Company.
Bank of Boston is the Transfer Agent for the Company's Non-Voting Common
Stock.
The Company is also authorized to issue 80,000 shares of Voting Common
Stock, $.0625 par value. Each share of Voting Common Stock is entitled to
participate pro rata in distributions upon liquidation and to one vote on all
matters submitted to a vote of stockholders. Dividends may be paid to the
holders of Voting Common Stock when and if declared by the Board of Directors
out of any funds legally available therefor. Holders of Voting Common Stock
have no preemptive or similar rights nor do they have cumulative voting
rights. The outstanding shares of Voting Common Stock are fully paid and
nonassessable. This stock is not publicly traded and is held by five Voting
Trustees pursuant to a Voting Trust more fully described in the Company's
Annual Report on From 10-K, which is incorporated herein by reference.
Experts
The consolidated financial statements and the related supplemental
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche, independent
public accountants, as set forth in their report included therein, which is
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
Recent Developments
There have been no material changes in the Company's affairs since its
Annual Report on Form 10-K for the year ended October 31, 1993 which have not
a Quarterly Report on Form 10-Q or a periodic report
8-K. See "Incorporation of Certain Documents by Reference."
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Eaton Vance Corp., a Maryland corporation (the
"Registrant"), is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the
Securities Exchange Act of 1934 (as amended, the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and
Exchange Commission. The following documents, which are
filed with the Securities and Exchange Commission, are
incorporated in the Prospectus contained in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act,
or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 (as amended, the
"Securities Act"), that contains audited financial
statements for the Registrant's latest fiscal year for
which such statements have been filed.
(2) All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the document referred to in
(1) above.
(3) The description of the Non-Voting Common Stock,
par value $.0625 per share ("Common Stock"), contained in
a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Article NINTH, section (8) of the Company's Articles of
Incorporation provides that, to the extent permitted by the
laws of Maryland, the Company shall indemnify any person
that (a) is serving as a director or officer of the Company,
(b) any person that has served as an officer or director of
the Company, and (c) any person who at the request of the
Company is serving or has served as a director, officer,
trustee, partner, employee, agent or other representative of
another corporation, joint stock company, syndicate,
association, firm, trust, partnership or other entity,
against all liabilities and expenses, including without
limitation attorneys' fees and judgments, penalties, fines
and amounts paid in settlement, reasonably incurred by such
person in connection with any threatened, pending or
completed action, suit, or other proceeding, whether civil,
criminal, administrative, investigative or legislative, in
which such person may be involved or with which he may be
threatened by reason of serving or having served in such
position.
Indemnification requires a determination made in
accordance with applicable statutory standards by the Board
of Directors or by independent legal counsel (who may be
regular counsel to the Company) or by the holders of not
less than a majority of the total number of shares of Common
Stock of the Company then outstanding.
Article NINTH, section (8) of the Company's Articles of
Incorporation provides that the indemnification right
provided therein is not exclusive of and will not otherwise
affect any other rights to which such person may be entitled
(whether under any law, By-Law, agreement, director vote,
stockholder vote or otherwise), shall inure to the benefit
of such person's heirs, executors, administrators and
personal representatives, and shall continue as to a person
who has ceased to serve in such position.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list if exhibits filed as part of this
Registration Statement.
Exhibits
4.1 Specimen certificate representing the
Non-Voting Common Stock.
24.2 Consent of Deloitte & Touche, independent
accountant.
25.1 Power of Attorney (included in the
signature pages of this Registration
Statement).
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however that paragraphs (i) and (ii) do not
apply if the registration statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
<PAGE>
2. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be in the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer of controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
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 registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on this 4th day of March,
1994.
EATON VANCE CORP.
By: /s/ M. Dozier Gardner
---------------------
M. Dozier Gardner
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Eaton Vance
Corp., hereby severally constitute and appoint H. Day
Brigham, Jr., and Thomas Otis, and each of them singly, our
true and lawful attorneys with full power to any of them,
and to each of them singly, to sign for us and in our names
in the capacities indicated below the Registration Statement
on Form S-8 filed herewith and any and all amendments to
said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers
and directors to enable Eaton Vance Corp. to comply with the
provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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 dates
indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Landon T. Clay Chairman of the Board of Directors March 4, 1994
-------------------
Landon T. Clay
/s/M. Dozier Gardner President, Chief Executive Officer March 4, 1994
-------------------- and Director
M. Dozier Gardner (Principal Executive Officer)
/s/James B. Hawkes Executive Vice President March 4, 1994
- --------------------- and Director
James B. Hawkes
/s/H. Day Brigham, Jr. Director March 4, 1994
----------------------
H. Day Brigham, Jr.
- ------------------------ Director March , 1994
John G. L. Cabot
/s/Curtis H. Jones Treasurer and Director March 4, 1994
- ------------------------ (Principal Financial
Curtis H. Jones and Accounting Officer)
/s/Benjamin A. Rowland, Jr. Vice President and Director March 4, 1994
---------------------------
Benjamin A. Rowland, Jr.
--------------------------- Director March , 1994
Ralph Z. Sorenson
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page No.
4.1 Specimen certificate representing the 17
Non-Voting Common Stock filed herewith.
24.2 Consent of Deloitte & Touche, independent 19
accountants, filed herewith.
25.1 Power of Attorney (included in the 14
signature page of this Registration
Statement) filed herewith.
<PAGE>
EXHIBIT 4.1
INCORPORATED UNDER THE LAWS OF MARYLAND
NUMBER SHARES
---------------------------------------------------------------------
EATON VANCE CORP.
THIS CERTIFIES THAT
CUSIP
is the owner of
fully paid and non-assessable shares of Non-Voting Common Stock of the par
value of six and one-quarter cents (6 1/4 cent) per share of Eaton Vance Corp.
transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid until countersigned by
the Transfer Agent. The Corporation will furnish to the holder hereof on
request and without charge a full statement of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the stock of each class which the Corporation is authorized
to issue.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE
FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS
Dated
COUNTERSIGNED AND REGISTERED:
Chairman THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY
Treasurer Authorized Signature <TABLE>
The following abbreviations, when used in the inscription of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ..... Custodian .....
TEN ENT - as tenants by the entireties (Cust) (Minor)
IT TEN - as joint tenants with right of under Uniform Gifts to Minors Act...............
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
For Value Received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated ____________________________________________
______________________________________________________________
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
EXHIBIT 24.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Eaton Vance Corp. on Form S-8 of our reports dated December 8, 1993, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Eaton
Vance Corp. for the year ended October 31, 1993 and to the reference to us
under the heading "Experts" in the prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche
----------------------
Deloitte & Touche
Boston, Massachusetts
March 4, 1994
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