UNITED STATES
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): September 19, 2012
EATON CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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1-1396
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34-0196300
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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Eaton Center
Cleveland, Ohio 44114
(Address of principal executive offices)
(216) 523-5000
(Registrants telephone number, including area code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD.
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As
previously announced, on May 21, 2012, Cooper Industries plc (Cooper) and Eaton Corporation (Eaton) entered into a transaction agreement, pursuant to which Eaton will acquire Cooper. Pursuant to the terms of the
transaction agreement, a holding company incorporated in Ireland that will be renamed Eaton Corporation plc (New Eaton) will acquire Cooper pursuant to a scheme of arrangement under the Irish Companies Act of 1963 and Eaton
pursuant to a merger of a wholly owned subsidiary of New Eaton with and into Eaton (the acquisition and the merger, together, the transaction). The transaction was announced in an announcement (the Announcement) pursuant to
Rule 2.5 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2007 (as amended) (the Irish Takeover Rules). In connection with the transaction, New Eaton filed a registration statement on Form S-4, which was declared effective on
September 7, 2012. The definitive joint proxy statement of Eaton and Cooper that also serves as a prospectus of New Eaton, and which forms a part of the Form S-4, was filed by each of Eaton, Cooper and New Eaton on September 14, 2012 (the
joint proxy statement/prospectus). Cooper has commenced mailing to its shareholders the joint proxy statement/prospectus, together with the Profit Forecasts Document (as defined below) and a merger benefit document. Eaton has also
commenced mailing to its shareholders the joint proxy statement/prospectus.
Profit Forecasts Document
In accordance with the Irish Takeover Rules, where Eaton or Cooper give earnings guidance (known as a profit forecast under the Irish
Takeover Rules), that profit forecast must be repeated in the proxy statement sent to Cooper shareholders and certain attestations to that profit forecast must also be provided. As both Eaton and Cooper have previously publicly disclosed profit
forecasts for the financial year ending December 31, 2012, these profit forecasts have been repeated in the joint proxy statement/prospectus on pages 284 and 286 respectively, and also are repeated in a letter (the Profit Forecasts
Document) being mailed to Cooper shareholders with the joint proxy statement/prospectus. In addition to such profit forecasts for Eaton and Cooper, the Profit Forecasts Document includes (1) reports from Eatons auditor,
Ernst & Young LLP (the Ernst & Young Report), confirming that the Eaton profit forecast has been properly compiled on the basis of the assumptions set out in the profit forecast and the basis of accounting used is
consistent with the accounting policies of Eaton, and Eatons financial advisors, Morgan Stanley & Co. Limited and Citigroup Global Markets Limited (the Morgan Stanley & Citi Report), confirming that they consider
that the Eaton profit forecast has been made with due care and consideration, each solely for the purpose of complying with Rule 28.3 of the Irish Takeover Rules, and (2) reports from Coopers auditor, Ernst & Young LLP,
confirming that the Cooper profit forecast has been properly compiled on the basis of the assumptions made by the directors of Cooper and the basis of accounting used is consistent with the accounting policies of Cooper, and Coopers financial
advisor, Goldman, Sachs & Co., confirming that it considers that the Cooper profit forecast has been made with due care and consideration, each prepared solely for the purpose of complying with Rule 28.3 of the Irish Takeover Rules.
At the request of the Irish Takeover Panel, Eaton is furnishing the Ernst & Young
Report and the Morgan Stanley & Citi Report, which are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Form 8-K shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in that
filing.
Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT NO.
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DESCRIPTION
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99.1
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Ernst & Young Report.
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99.2
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Morgan Stanley & Citi Report
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N
O
O
FFER
OR
S
OLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or
an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
I
MPORTANT
I
NFORMATION
H
AS
B
EEN
A
ND
W
ILL
B
E
F
ILED
W
ITH
T
HE
SEC
A registration statement on Form S-4 has been filed with the SEC, which includes the Joint
Proxy Statement of Eaton and Cooper that also constitutes a Prospectus of Eaton Corporation plc
(
1
)
. The registration statement was declared effective on
September 7, 2012. Eaton and Cooper are commencing sending to their respective shareholders (and to Cooper equity award holders for information only) the definitive Joint Proxy Statement/Prospectus (including the Scheme) in connection with the
transaction.
Investors and shareholders are urged to read the definitive Joint Proxy Statement/Prospectus (including the Scheme) and other relevant documents filed or to be filed with the SEC carefully because they contain or will contain
important information about Eaton, Cooper, Eaton Corporation plc, the transaction and related matters.
Investors and security holders may obtain free copies of the definitive Joint Proxy Statement/Prospectus (including the Scheme) and other
documents filed with the SEC by Eaton Corporation plc, Eaton and Cooper through the website maintained by the SEC at www.sec.gov.
(
1
)
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Currently named Eaton Corporation Limited but expected to be re-registered as Eaton Corporation plc prior to the consummation of the transaction.
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In addition, investors and shareholders may obtain free copies of the definitive Joint Proxy Statement/Prospectus (including the Scheme) and other documents filed by Eaton and Eaton Corporation
plc with the SEC by contacting Eaton Investor Relations at Eaton Corporation, 1111 Superior Avenue, Cleveland, Ohio 44114 or by calling (888) 328-6647, and may obtain free copies of the definitive Joint Proxy Statement/Prospectus (including the
Scheme) and other documents filed by Cooper by contacting Cooper Investor Relations at c/o Cooper US, Inc., P.O. Box 4466, Houston, Texas 77210 or by calling (713) 209-8400.
P
ARTICIPANTS
IN
THE
S
OLICITATION
Cooper, Eaton and Eaton Corporation plc and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective shareholders of Cooper and
Eaton in respect of the transaction contemplated by the Joint Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of Cooper and
Eaton in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive Joint Proxy Statement/Prospectus filed with the SEC. Information
regarding Coopers directors and executive officers is contained in Coopers Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 13, 2012, which are filed with the
SEC. Information regarding Eatons directors and executive officers is contained in Eatons Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 16, 2012, which are
filed with the SEC.
F
ORWARD
-L
OOKING
S
TATEMENTS
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Eaton,
Eaton Corporation plc, the acquisition and other transactions contemplated by the Transaction Agreement, our acquisition financing, our long-term credit rating and our revenues and operating earnings. These statements or disclosures may discuss
goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton or Eaton Corporation plc, based on current beliefs of management as well as assumptions
made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as anticipate, believe, plan, could, estimate,
expect, forecast, guidance, intend, may, possible, potential, predict, project or other similar words, phrases or expressions. These
forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from
those in the forward-looking statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Acquisition; the risks that the new businesses will not be integrated successfully or that we will not
realize estimated cost savings and synergies; our ability to refinance the bridge loan on favorable terms and maintain our current long-term credit rating; unanticipated changes in the markets for our business segments; unanticipated downturns in
business relationships with customers or their purchases from Eaton; competitive pressures on our sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product
pricing;
the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; new laws and governmental regulations.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed from time to time with the SEC. We do not assume any obligation to update these forward-looking statements.
S
TATEMENT
R
EQUIRED
B
Y
T
HE
T
AKEOVER
R
ULES
The directors of Eaton accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors
of Eaton (who have taken all reasonable care to ensure such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons interested in 1% or more of any relevant securities in Eaton or Cooper may from the date of this communication have disclosure obligations under
Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
SIGNATURES
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.
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EATON CORPORATION
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By:
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/s/ Thomas E. Moran
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Name:
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Thomas E. Moran
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Title:
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Senior Vice President and
Secretary
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Date: September 19, 2012
Index of Exhibits
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EXHIBIT
NO.
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DESCRIPTION
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99.1
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Ernst & Young Report
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99.2
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Morgan Stanley & Citi Report
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