SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EATON CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-0196300
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
Eaton Center
Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction
please check the following box. [x] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form
relates:
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(If applicable)
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights The New York Stock Exchange
The Chicago Stock Exchange
The Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On June 28, 1995, the Board of Directors of Eaton Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding common share, par value $.50 per share (the "Common
Shares"), of the Company. The dividend was paid on July 12, 1995 (the "Record
Date") to the shareholders of record on that date. The description and terms of
the Rights are set forth in an Amended and Restated Rights Plan, dated as of
June 1, 1997 (the "Rights Plan"), between the Company and EquiServe Trust
Company, N.A. (successor to First Chicago Trust Company of New York), as Rights
Agent (the "Rights Agent").
On January 20, 2004, the Company's Board of Directors declared a
two-for-one split of the Common Shares to be effected in the form of a 100%
stock dividend payable on February 23, 2004, to holders of record of the Common
Shares on February 9, 2004 (the "Stock Dividend"). Pursuant to the provisions of
the Rights Plan, certain adjustments to the number of Rights outstanding, the
number of preferred shares, without par value, of the Company (the "Preferred
Shares") purchasable upon exercise of each Right, and the Redemption Price (as
defined in the Rights Plan) are required as a result of the Stock Dividend. A
copy of a Certificate of Adjustment dated as of February 19, 2004, delivered by
the Company to the Rights Agent and setting forth the required adjustments is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. The
description of the Rights set forth below reflects the adjustments arising from
the Stock Dividend.
Each Right entitles the registered holder to purchase from the Company
one two-hundredth of a Preferred Share at a price of $125 (the "Purchase
Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of a Summary of Rights attached thereto.
The Rights Plan provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Plan by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares outstanding as of the Record
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Date, even without such notation or a copy of a Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 12, 2005 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, in each case, as described
below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one two-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 200 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 200 times the payment made per Common Share. Each Preferred
Share will have 1 vote, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 200 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
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or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one two-hundredth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one two-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.005 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors of the Company in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 20% or more of the Common Shares.
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The Amended and Restated Rights Plan, dated as of June 1, 1997, between
the Company and the Rights Agent specifying the terms of the Rights and the form
of press release announcing the declaration of the Rights on June 28, 1995 are
attached hereto as Exhibits 4.1 and 99.1, respectively, and are incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits and to the Certificate of Adjustment
attached hereto as Exhibit 99.2.
Item 2 Exhibits.
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Exhibit
No. Description
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4.1 Rights Plan, dated as of June 1, 1997, between Eaton
Corporation and EquiServe Trust Company, N.A. (successor
to First Chicago Trust Company of New York) which
includes the form of Right Certificate as Exhibit A and
the Summary of Rights to Purchase Preferred Shares as
Exhibit B. (Incorporated by reference to Exhibit 4(h) to
the Company's Registration Statement on Form S-3 filed
on March 12, 1999).
99.1 Press release, dated June 28, 1995 issued by the
Company. (Incorporated by reference to Exhibit 99.1 to
the Company's Registration Statement on Form 8-A filed
on July 5, 1995).
99.2 Certificate of Adjustment mailed by the Company to
EquiServe Trust Company, N.A. (successor to First
Chicago Trust Company of New York), as Rights Agent, on
February 19, 2004.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed by the undersigned, thereunto duly authorized.
EATON CORPORATION
/s/ E. R. Franklin
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Name: E. R. Franklin
Title: Vice President and Secretary
Dated: February 19, 2004
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Registration Statement on Form 8-A/A
Exhibit Index
Exhibit
No. Description
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4.1 Rights Plan, dated as of June 1, 1997, between Eaton
Corporation and EquiServe Trust Company, N.A. (successor
to First Chicago Trust Company of New York) which
includes the form of Right Certificate as Exhibit A and
the Summary of Rights to Purchase Preferred Shares as
Exhibit B. (Incorporated by reference to Exhibit 4(h) to
the Company's Registration Statement on Form S-3 filed
on March 12, 1999).
99.1 Press release, dated June 28, 1995 issued by the
Company. (Incorporated by reference to Exhibit 99.1 to
the Company's Registration Statement on Form 8-A filed
on July 5, 1995).
99.2 Certificate of Adjustment mailed by the Company to
EquiServe Trust Company, N.A. (successor to First
Chicago Trust Company of New York), as Rights Agent, on
February 19, 2004.
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