AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EATON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
34-0196300
(IRS EMPLOYER IDENTIFICATION NO.)
Eaton Center, 1111 Superior Avenue, Cleveland, Ohio 44114-2584, (216) 523-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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E. R. FRANKLIN, Vice President and Secretary
Eaton Corporation, Eaton Center, 1111 Superior Avenue, Cleveland, Ohio
44114-2584, (216) 523-4103
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
Copies to:
JONATHAN JEWETT
Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-74355
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE
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Common Shares, par value 50c per
share................................ $47,850,000 100% $47,850,000 $3,872
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Eaton Corporation with the Securities and
Exchange Commission (file No. 333-74355) pursuant to the Securities Act of 1933,
as amended, and declared effective on May 26, 1999 is incorporated by reference
into this Registration Statement.
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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5 -- Opinion of J. R. Horst, Vice President and General Counsel, as to validity of the
Securities.
23(a) -- Consent of Ernst & Young LLP.
23(b) -- Consent of J. R. Horst, Vice President and General Counsel, is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
24 -- Power of Attorney and certified resolutions of the Board of Directors.
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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THE 2ND DAY OF JUNE
2003.
EATON CORPORATION
By /s/ RICHARD H. FEARON*
Richard H. Fearon,
Executive Vice President --
Chief Financial and Planning Officer
By /s/ BILLIE K. RAWOT*
Billie K. Rawot
Vice President and Controller
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 DATE
---- ----- ----
* Chairman and Chief Executive Officer;
--------------------------------------- President; (Principal Financial
Alexander M. Cutler Officer); Director
* Executive Vice President -- Chief
--------------------------------------- Financial and Planning Officer;
Richard H. Fearon (Principal Financial Officer)
* Vice President and Controller;
--------------------------------------- (Principal Accounting Officer)
Billie K. Rawot
* Director
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Michael J. Critelli
* Director
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Ernie Green
* Director
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Ned C. Lautenbach
* Director
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Deborah L. McCoy
* Director
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John R. Miller
* Director
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Victor A. Pelson
* Director
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Gary L. Tooker
*By /s/ DAVID M. O'LOUGHLIN
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David M. O'Loughlin,
Attorney-in-Fact
for the officers and directors
signing in the capacities indicated
*By /s/ MARK HENNESSEY
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Mark Hennessey, Attorney-in-Fact
for the officers and directors
signing in the capacities indicated
June 2, 2003