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): August 8, 2002
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 executive offices) (Zip Code)
(216) 523-5000
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Registrant's telephone number,
including area code
Item 9. Regulation FD Disclosure
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On June 27, 2002, the Securities and Exchange Commission issued an order
requiring the filing of sworn statements by the principal executive officers and
principal financial officers of the companies identified on a list attached to
the order.
Eaton Corporation was one of the companies identified on the list. Eaton
Corporation's principal executive officer and principal financial officer have
filed the statements required by the order. Those statements provide that, to
the best knowledge of each of those officers, no reports covered by the
statements contained an untrue statement of a material fact, and no such reports
omitted to state a material fact necessary to make the statements in the covered
reports, in light of the circumstances under which they were made, not
misleading. The sworn statements also provide that each officer has reviewed
the covered reports with the Company's audit committee. Copies of the sworn
statements are attached as exhibits 99(a) and 99(b).
Item 7. Financial Statements and Exhibits
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(C) Exhibits
99(a) Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
99(b) Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
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 hereunto duly authorized.
Eaton Corporation
/s/ Richard H. Fearon
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R. H. Fearon
Executive Vice President -
Chief Financial and Planning Officer
Date: August 8, 2002
Exhibit 99(a)
OMB Number: 3235-0569
Expires: January 31, 2003
Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Alexander M. Cutler, Chairman and Chief Executive Officer, state and attest
that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Eaton Corporation, and except as corrected or supplemented in a subsequent
covered report:
* no covered report contained an untrue statement of a material fact as of the
end of the period covered by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which it was filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which they
were made, not misleading as of the end of the period covered by such report (or
in the case of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* Annual Report on Form 10-K for the year ended December 31, 2001, of Eaton
Corporation;
* all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of Eaton Corporation filed with the Commission subsequent to the
filing of the Form 10-K identified above; and
* any amendments to any of the foregoing.
Signature: /s/ Alexander M. Cutler
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Name: Alexander M. Cutler
Chairman and Chief Executive Officer
Eaton Corporation
Date: August 8, 2002
Subscribed and sworn to before me this 8th day of August, 2002.
/s/ J. Robert Horst
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Notary Public
My Commission Expires:
J. Robert Horst
Notary Pulic * State of Ohio
My commission has no expiration date
Section 147.03 R.C.
Exhibit 99(b)
OMB Number: 3235-0569
Expires: January 31, 2003
Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Richard H. Fearon, Executive Vice President - Chief Financial and Planning
Officer of Eaton Corporation, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Eaton Corporation, and, except as corrected or supplemented in a subsequent
covered report:
* no covered report contained an untrue statement of a material fact as of the
end of the period covered by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which it was filed); and
* no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which they
were made, not misleading as of the end of the period covered by such report (or
in the case of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
* Annual Report on Form 10-K for the year ended December 31, 2001, of Eaton
Corporation;
* all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of Eaton Corporation filed with the Commission subsequent to the
filing of the Form 10-K identified above; and
* any amendments to any of the foregoing.
Signature: /s/ Richard H. Fearon
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Name: Richard H. Fearon
Executive Vice President - Chief Financial and Planning Officer
Eaton Corporation
Date: August 8, 2002
Subscribed and sworn to before me this 8th day of August, 2002.
/s/ J. Robert Horst
--------------------
Notary Public
My Commission Expires:
J. Robert Horst
Notary Pulic * State of Ohio
My commission has no expiration date
Section 147.03 R.C.