SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
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 9, 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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Eaton Corporation is hereby amending its Report on Form 8-K made August 8, 2002
which received an official filing date of August 9, 2002 because of receipt in
the offices of the Securities and Exchange Commission ("SEC") after the EDGAR
system cutoff time on August 8, 2002. This amendment redates the sworn
statements of both the Chief Executive Officer and the Chief Financial Officer
of Eaton Corporation (which statements are required by the June 27, 2002 order
of the SEC) so that the date of such statements and the filing date of Eaton
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
are the same.
Copies of the sworn statement dated August 9, 2002 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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Richard H. Fearon
Executive Vice President -
Chief Financial and Planning Officer
Date: August 9, 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 9, 2002
Subscribed and sworn to before me this 9th day of August, 2002.
/s/ J. Robert Horst
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Notary Public
My Commission Expires:
J. Robert Horst
Notary Public * 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 9, 2002
Subscribed and sworn to before me this 9th day of August, 2002.
/s/ J. Robert Horst
--------------------
Notary Public
My Commission Expires:
J. Robert Horst
Notary Public * State of Ohio
My commission has no expiration date
Section 147.03 R.C.