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 5, 2004
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
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(Address of principal Zip Code
executive offices)
(216) 523-5000
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Registrant's telephone number,
including area code
Item 5. Other Events and Regulation FD Disclosure.
(a) Subsequent to the mailing to shareholders of Eaton Corporation's
Definitive Proxy Statement dated March 19, 2004 in connection with its annual
meeting to be held on April 28, 2004, it was discovered that erroneous
compensation data were used to calculate the long-term incentive payment for
R.W. Carson for the four-year period ending December 31, 2003. Instead of
$602,763, as shown in the Summary Compensation Table contained on page 15 of the
Proxy Statement, the correct amount is $822,483. On April 5, 2004, the Company's
Compensation and Organization Committee approved a payment to Mr. Carson in
order to correct the underpayment.
(b) The following table summarizes information about stock options
outstanding and exercisable at March 1, 2004:
Weighted- Weighted-
Weighted- average average
average exercise exercise
remaining price per price per
Range of exercise Options contractual outstanding Options exercisable
prices per option outstanding life (years) option exercisable option
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$18.44 - $24.59 1,039,134 1.5 $22.13 1,039,134 $22.13
$24.59 - $30.74 129,120 5.8 29.17 125,720 29.17
$30.74 - $36.88 10,592,562 5.6 32.48 7,665,668 32.37
$36.88 - $43.03 3,611,050 6.3 39.53 1,843,102 39.70
$43.03 - $49.18 161,760 6.4 44.36 119,960 44.00
$49.18 - $55.32 13,000 9.7 51.68 0 0.00
$55.32 - $61.47 2,327,994 10.0 59.11 0 0.00
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17,874,620 10,793,584
Shares remaining for
future grants at
March 1, 2004 1,825,980
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 thereunto duly authorized.
EATON CORPORATION
BY /s/ E.R. Franklin
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E.R. Franklin
Vice President and Secretary
DATE: April 8, 2004