SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EATON VANCE CORP.
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(Exact name of issuer as specified in its charter)
MARYLAND 04-2718215
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Federal Street
Boston, Massachusetts 02110
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(Address of Principal Executive Offices) (Zip Code)
1992 AND 1995 INCENTIVE STOCK OPTION PLANS
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(Full title of the plans)
Alan R. Dynner, Esq.
c/o Eaton Vance Corp.
24 Federal Street
Boston, Massachusetts 02110
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(Name and address of agent for service)
(617) 482-8260
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount to maximum maximum Amount of
to be be offering price aggregate registration
Registered Registered Per Share Offering Price Fee
---------- ---------- --------- -------------- ---
Non-Voting 20,084 $34.8125 $699,174.25 $206.26
Common Stock,
$.03125 par value
- ---------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, upon the basis of the average of the high and low sale prices of the
Registrant's Non-Voting Common Stock as reported on the New York Stock Exchange
on December 15, 1997.
Page 1 of 17 pages.
Exhibit Index begins on page 14.
PROSPECTUS
20,084 SHARES
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus relates to 20,084 shares (the "Shares") of Non-Voting
Common Stock, $.03125 par value per share (the "Non-Voting Common Stock"), of
Eaton Vance Corp. ("Eaton Vance" or the "Company") being offered from time to
time by a shareholder of the Company or his legatees, heirs or legal
representatives (the "Selling Shareholder"), who may or may not be deemed an
"affiliate" of the Company, as defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities Act"),
and who has purchased the Shares upon the exercise of options acquired pursuant
to certain of the Company's stock option plans. The shares have no voting
rights. The Company will not receive any of the proceeds from the sale of the
shares by the Selling Shareholder. The Shares are expected to be offered from
time to time in one or more brokerage transactions at market prices.
The average of the high and low sale prices of the Non-Voting Common Stock
reported on the New York Stock Exchange on December 15, 1997 was $34.8125.
This Prospectus also covers such additional shares as may be issuable to
the Selling Shareholder in the event of a stock dividend, stock split,
recapitalization or other similar change in the Non-Voting Common Stock.
The executive offices of the Company are located at 24 Federal Street,
Boston, Massachusetts 02110; its telephone number is 617-482-8260.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof or the dates as of which
information is set forth herein. No person has been authorized to give any
information or to make any representations, other than as contained herein, in
connection with the offer contained in the Prospectus, and if given or made,
such information or representations must not be relied upon. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy the
Shares by any person in any jurisdiction in which it is unlawful for such person
to make such an offer or solicitation.
The date of this Prospectus is December 19, 1997.
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AVAILABLE INFORMATION
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The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. In addition, reports and other information concerning the
Company can be inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Company is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Exchange Act, and in accordance therewith
files reports, proxy statements and other information with the Commission. The
following documents, which are filed with the Commission, are incorporated in
this Prospectus by reference:
(1) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act, that contains audited financial
statements for the Company's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Non-Voting Common Stock contained in a
registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of Non-Voting Common Stock offered
hereby have been sold and/or which deregisters all shares of Non-Voting Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of the filing of such documents.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents. Requests should be addressed to:
Treasurer, Eaton Vance Corp., 24 Federal Street, Boston, Massachusetts 02110,
(617) 482-8260.
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THE COMPANY
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Eaton Vance Corp., a Maryland corporation (the "Company"), is the issuer of
the Shares of Non-Voting Common Stock, $.03125 par value per share, covered by
this Prospectus. The principal offices of the Company are located at 24 Federal
Street, Boston, Massachusetts 02110, and its telephone number is (617) 482-8260.
SELLING SHAREHOLDER
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The Selling Shareholder was an officer and employee of a subsidiary of the
Company, and acquired the shares of the Company's Non-Voting Common Stock being
offered hereunder pursuant to certain of the Company's stock option plans. (See
"DESCRIPTION OF COMMON STOCK".) Although the Selling Shareholder is eligible to
sell all of the Shares covered by this Prospectus, he does not necessarily have
any present intention to sell all such Shares. A total of 20,084 shares is
available for sale under this Prospectus as follows:
TOTAL AMOUNT/
SHARES OF PERCENTAGE
NON-VOTING OF NON-VOTING
COMMON COMMON STOCK
STOCK TO BE OWNED
POSITION WITH OWNED AMOUNT AFTER
THE COMPANY OR PRIOR TO BEING COMPLETION
NAME A SUBSIDIARY OFFERING OFFERED OF OFFERING
- ---- ------------ -------- ------- -----------
Jeffrey P. Beale Former Vice 26,508 20,084 6,424/.04%
President
PLAN OF DISTRIBUTION
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The Shares may be offered and sold from time to time directly by the
Selling Shareholder in one or more brokerage transactions. The Selling
Shareholder will act independently of the Company in making decisions with
respect to the timing, manner and size of each sale. The Selling Shareholder may
from time to time offer the Shares through underwriters, dealers or agents. The
distribution of the Shares by the Selling Shareholder may be effected from time
to time in one or more transactions that may take place on one or more exchanges
or in the over-the-counter market, including ordinary broker's transactions,
privately-negotiated transactions or through sales to one or more broker-dealers
for resale of such securities as principals, at market prices prevailing at the
time of sale, at prices related to such market prices or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling Shareholder in connection with such sales.
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The Company has been advised by the Selling Shareholder that he has not, as
of the date hereof, entered into any arrangement with a broker-dealer for the
sale of Shares through a block trade, special offering, exchange distribution or
secondary distribution of a purchase by a broker-dealer. In effecting sales,
broker-dealers engaged by the Selling Shareholder may arrange for other
broker-dealers to participate. Broker-dealers may receive commissions or
discounts from the Selling Shareholder in amounts to be negotiated immediately
prior to the sale.
In offering the Shares, the Selling Shareholder and any broker-dealers and
any other participating broker-dealers who execute sales for the Selling
Shareholder may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Shareholder and the compensation of such broker-dealers may be deemed to
be underwriting discounts and commissions. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholder has advised the Company that during such time as he
may be engaged in a distribution of the Shares he will comply with Rules 10b-2,
10b-6 and 10b-7 under the Exchange Act (as those Rules are described in more
detail below) and, in connection therewith, the Selling Shareholder has agreed
not to engage in any stabilization activity in connection with the Company's
securities, to furnish to each broker-dealer through which the Shares may be
offered copies of this Prospectus, and not to bid for or purchase any securities
of the Company or attempt to induce any person to purchase any of the Company's
securities except as permitted under the Exchange Act. The Selling Shareholder
has also agreed to inform the Company when the distribution of his Shares is
completed.
Rule 10b-2 under the Exchange Act prohibits persons who are participating
in or financially interested in a distribution of securities from making
payments to another person for the solicitation of a third party to purchase the
securities that are the subject of the distribution, except that Rule 10b-2 does
not apply, among other exceptions, to brokerage transactions not involving
solicitation of customer orders. Rule 10b-6 under the Exchange Act prohibits
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
The public offering of the Shares by the Selling Shareholder will terminate
on the date on which all Shares offered hereby have been sold by the Selling
Shareholder, or on such earlier date on which the Company files a post-effective
amendment which deregisters all Shares then remaining unsold.
The Company will pay certain expenses incidental to the offering and sale
of the Shares to the public estimated to be approximately $250. The Company will
not pay for, among other expenses, selling expenses, underwriting discounts or
fees and expenses of counsel for the Selling Shareholder.
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DESCRIPTION OF COMMON STOCK
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The Company is authorized to issue 23,840,000 shares of Non-Voting Common
Stock, $.03125 par value. The Company's Articles of Incorporation provide that
these shares shall not have voting rights under any circumstances whatsoever.
These shares are registered pursuant to Section 12 of the Exchange Act and are
traded on the New York Stock Exchange. It is sales of Shares of the Company's
Non-Voting Common Stock to which this Registration Statement relates. These
sales, by a former officer and employee of the Company, are of previously
unregistered Shares acquired pursuant to various stock option plans established
by the Company.
Bank of Boston is the Transfer Agent for the Company's Non-Voting Common
Stock.
The Company is also authorized to issue 160,000 shares of Voting Common
Stock, $.03125 par value. Each share of Voting Common Stock is entitled to
participate pro rata in distributions upon liquidation and to one vote on all
matters submitted to a vote of stockholders. Dividends may be paid to the
holders of Voting Common Stock when and if declared by the Board of Directors
out of any funds legally available therefor. Holders of Voting Common Stock have
no preemptive or similar rights nor do they have cumulative voting rights. The
outstanding shares of Voting Common Stock are fully paid and nonassessable. The
Voting Common Stock is not publicly traded. All outstanding shares of the Voting
Common Stock are deposited in a Voting Trust, of which the Voting Trustees are
James B. Hawkes (Chairman of the Board, President, Chief Executive Officer and a
Director of the Company), M. Dozier Gardner (Vice-Chairman and a Director of the
Company), Benjamin A. Rowland, Jr. (a Vice President and a Director of the
Company), Thomas E. Faust, Jr. (an Officer of subsidiaries of the Company), Alan
R. Dynner (a Vice President of the Company), Wharton P. Whitaker (an Officer of
subsidiaries of the Company), and William M. Steul (a Vice President and
Treasurer of the Company). The Voting Trust expires on October 30, 2000. The
Voting Trustees have unrestricted voting rights for the election of the
Company's Directors and inasmuch as the seven Voting Trustees of said Voting
Trust have unrestricted voting rights with respect to said Voting Common Stock
(except that the Voting Trust Agreement provides that any action of the Voting
Trustees to approve (1) the sale, mortgage or pledge of all or substantially all
of the Company's assets, or (2) a change in the capital structure or powers of
the Company, or (3) a merger, consolidation, reorganization or dissolution of
the Company, or (4) an amendment to or a termination of the Voting Trust, or (5)
the addition of a Voting Trustee, or the removal of a Voting Trustee by the
other Voting Trustees, or (6) the renewal of the term of the Voting Trust, shall
require the written consent of the holders of Voting Trust receipts representing
a majority of such Stock subject at the time to the Voting Trust), they may be
deemed to be beneficial owners of all of the Company's outstanding Voting Common
Stock. The Voting Trust agreement provides that the Voting Trustees shall act by
majority if there be three or more Voting Trustees; otherwise they shall act
unanimously. All outstanding Voting Trust Receipts issued under said Voting
Trust are owned by the Voting Trustees. As at December 15, 1997, Messrs. Gardner
and Hawkes each owned 24% of such Voting Trust Receipts; Messrs. Rowland and
Faust owned 15% and 13%, respectively; and Messrs. Dynner, Steul and Whitaker
each owned 8%.
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EXPERTS
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The consolidated financial statements and the related supplemental
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
public accountants, as set forth in their report included therein, which is
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
RECENT DEVELOPMENTS
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There have been no material changes in the Company's affairs since its
Annual Report on Form 10-K for the year ended October 31, 1996 which have not
been described in a Quarterly Report on Form 10-Q or a periodic report on Form
8-K. See "Incorporation of Certain Documents by Reference."
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Eaton Vance Corp., a Maryland corporation (the "Registrant"), is
subject to the informational and reporting requirements of Sections 13(a), 14,
and 15(d) of the Securities Exchange Act of 1934 (as amended, the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission. The following
documents, which are filed with the Securities and Exchange Commission, are
incorporated in the Prospectus contained in this Registration Statement by
reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933 (as amended, the
"Securities Act"), that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the Non-Voting Common Stock, par value $.03125
per share ("Common Stock"), contained in a registration statement filed
under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article NINTH, section (8) of the Company's Articles of Incorporation
provides that, to the extent permitted by the laws of Maryland, the Company
shall indemnify any person that (a) is serving as a director or officer of the
Company, (b) any person that has served as an officer or director of the
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Company, and (c) any person who at the request of the Company is serving or has
served as a director, officer, trustee, partner, employee, agent or other
representative of another corporation, joint stock company, syndicate,
association, firm, trust, partnership or other entity, against all liabilities
and expenses, including without limitation attorneys' fees and judgments,
penalties, fines and amounts paid in settlement, reasonably incurred by such
person in connection with any threatened, pending or completed action, suit, or
other proceeding, whether civil, criminal, administrative, investigative or
legislative, in which such person may be involved or with which he may be
threatened by reason of serving or having served in such position.
Indemnification requires a determination made in accordance with applicable
statutory standards by the Board of Directors or by independent legal counsel
(who may be regular counsel to the Company) or by the holders of not less than a
majority of the total number of shares of Common Stock of the Company then
outstanding.
Article NINTH, section (8) of the Company's Articles of Incorporation
provides that the indemnification right provided therein is not exclusive of and
will not otherwise affect any other rights to which such person may be entitled
(whether under any law, By-Law, agreement, director vote, stockholder vote or
otherwise), shall inure to the benefit of such person's heirs, executors,
administrators and personal representatives, and shall continue as to a person
who has ceased to serve in such position.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
EXHIBITS
- --------
4.1 Specimen certificate representing the Non-Voting Common Stock is filed
herewith.
24.2 Consent of Deloitte & Touche LLP, independent accountants filed herewith.
25.1 Power of Attorney (included in the signature pages of this Registration
Statement).
Item 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on this 19th
day of December, 1997.
EATON VANCE CORP.
By: /s/ James B. Hawkes
------------------------
James B. Hawkes
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Eaton Vance Corp., hereby
severally constitute and appoint Alan R. Dynner, and Thomas Otis, and each of
them singly, our true and lawful attorneys with full power to any of them, and
to each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-8 filed herewith and any
and all amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable Eaton Vance Corp. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
- --------- ----- ----
/s/ James B. Hawkes President, Chief Executive December 19, 1997
- ---------------------------- Officer and Director
James B. Hawkes (Principal Executive
Officer)
/s/ M. Dozier Gardner Vice Chairman December 19, 1997
- ---------------------------- and Director
M. Dozier Gardner
- ---------------------------- Director December , 1997
John G. L. Cabot
/s/ Benjamin A. Rowland, Jr. Vice President December 19, 1997
- ---------------------------- and Director
- ---------------------------- Director December , 1997
Ralph Z. Sorenson
/s/ William M. Steul Treasurer (Principal December 19, 1997
- ---------------------------- Financial and
Accounting
Officer)
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EXHIBIT INDEX
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Sequential
Exhibit Page No.
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4.1 Specimen certificate of Non-Voting Common Stock 15
24.2 Consent of Deloitte & Touche LLP, independent 17
accountants, filed herewith.
25.1 Power of Attorney (included in the signature 12
page of 12 this Registration Statement) filed herewith.
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EXHIBIT 4.1
NUMBER SHARES
[ EV ] [ ]
COMMON STOCK COMMON STOCK
PAR VALUE
$0.03125 PER SHARE CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
EATON VANCE CORP.
Incorporated under This Certificate is Transferable
The Laws of Maryland In New York, NY or Boston
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF NON-VOTING COMMON STOCK OF
EATON VANCE CORP. TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER
HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED
BY THE TRANSFER AGENT AND REGISTRAR. THE CORPORATION WILL FURNISH TO THE HOLDER
HEREOF ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND
ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF
REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS
DATED.
COUNTERSIGNED AND REGISTERED:
THE FIRST NATIONAL BANK OF BOSTON
TRANSFER AGENT AND REGISTRAR
BY:
Authorized Signature
TREASURER CHAIRMAN
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The following abbreviations, when used in the inscription of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
-----------------------
________________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated____________
________________________
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed:
___________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
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EXHIBIT 24.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Eaton Vance Corp. on Form S-8 of our reports dated November 26, 1996, (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the adoption of Statements of Accounting Standards No. 109, 115 and 121),
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Eaton Vance Corp. for the year ended October 31, 1996 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 18, 1997
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