PROSPECTUS SUPPLEMENT NO. 10
TO PROSPECTUS DATED FEBRUARY 8, 2002
AS SUPPLEMENTED:
FEBRUARY 12, 2004
{LOGO}
EATON VANCE CORP.
NON-VOTING COMMON STOCK
This Prospectus Supplement No. 10 supplements and amends the Prospectus
dated February 8, 2002 of Eaton Vance Corp., as supplemented (the "Prospectus"),
relating to the resale of shares of our non-voting common stock deliverable upon
exchange of Liquid Yield Option(TM) Notes due 2031 issued by Eaton Vance
Management by certain holders of LYONs(TM) who are named as selling stockholders
in this Prospectus Supplement and the Prospectus.
You should read this Prospectus Supplement in conjunction with the
Prospectus. This Prospectus Supplement updates information in the Prospectus,
and, accordingly, to the extent inconsistent, the information in this Prospectus
Supplement supersedes the information contained in the Prospectus.
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INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
4 OF THE PROSPECTUS.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus Supplement is February 12, 2004.
(TM) Trademark of Merrill Lynch & Co., Inc.
The table of selling stockholders contained in the Prospectus is hereby
amended and restated as set forth below to add an entity as a selling
stockholder. The table below sets forth, as of February 12, 2004, information
regarding the beneficial ownership of our non-voting common stock that each
selling stockholder may offer pursuant to the Prospectus. The information
contained in the table, which gives effect to the change described above, is
based solely on information provided by or on behalf of selling stockholders
through February 12, 2004. Information about other selling stockholders will be
set forth in future prospectus supplements, if required.
SELLING STOCKHOLDERS
SHARES OF
NON-VOTING PERCENTAGE OF
COMMON STOCK SHARES OF NON-VOTING
BENEFICIALLY NON-VOTING COMMON COMMON STOCK
OWNED PRIOR TO STOCK THAT MAY BE OUTSTANDING
SELLING STOCKHOLDER (1) OFFERING (2) OFFERED HEREBY (3) (4)
------------------------------------------------------------ ------------------ ------------------- ---------------
White River Securities L.L.C. 31,245 31,245 *
Bear Stearns & Co. Inc. 31,245 31,245 *
Julius Baer Multibond Convertbond 14,366 14,366 *
R2 Investments, LDC 143,657 143,657 *
KBC Financial Products USA Inc. 21,549 21,549 *
KBC Financial Products (Cayman Islands) 639,273 639,273 *
JMG Triton Offshore Fund, Ltd 20,830 20,830 *
UFJ Investments Asia Ltd 143,657 143,657 *
MLQA Convertible Securities Arbitrage Ltd. 287,314 287,314 *
Deutsche Banc Alex Brown Inc. 560,262 560,262 *
First Union International Capital Markets Inc. 143,657 143,657 *
Gaia Offshore Master Fund Ltd. 124,263 124,263 *
Lyxor Master Fund 19,394 19,394 *
Merrill Lynch, Pierce, Fenner & Smith, Inc. (5) 99,842 99,842 *
UBS AG LON F/B/O PB 71,829 71,829 *
CALAMOS(R)Convertible Growth and Income
Fund - CALAMOS(R)Investment Trust 35,914 35,914 *
State of Florida, Office of the Treasurer 35,914 35,914 *
TD Securities (USA) Inc. 254,272 254,272 *
Dodeca Fund, L.P. 28,731 28,731 *
Akela Capital Master Fund, LLC 43,097 43,097 *
Amaranth L.L.C. 439,365 435,065 *
Sunrise Partners Limited Partnership 28,849 21,549 *
Susquehanna Capital Group 179,571 179,571 *
Topanga XI 5,746 5,746 *
(footnotes on following page)
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SHARES OF
NON-VOTING PERCENTAGE OF
COMMON STOCK SHARES OF NON-VOTING
BENEFICIALLY NON-VOTING COMMON COMMON STOCK
OWNED PRIOR TO STOCK THAT MAY BE OUTSTANDING
SELLING STOCKHOLDER (1) OFFERING (2) OFFERED HEREBY (3) (4)
------------------------------------------------------------ ------------------ ------------------- ---------------
Citigroup Global Markets Ltd. 610,542 610,542 *
Canadian Imperial Holdings Inc. 143,657 143,657 *
Banc of America Securities LLC 5,746 5,746 *
Citigroup Global Markets Inc. 126,418 126,418 *
TOTAL (6) 2,583,671 3.6%
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*Less than one percent (1%)
(1) The non-voting common stock share figures reported in this table for the
various selling stockholders are based on information supplied to us, as of
February 12, 2004, by the respective selling stockholders named in the
table. As of that date, these selling stockholders had supplied us with
information indicating that, collectively, they owned more than the
$179,850,000 aggregate principal amount at maturity of LYONs currently
outstanding (which amount would be exchangeable into a maximum 2,583,671
shares of non-voting common stock). This reflects, we believe, that one or
more selling stockholders supplied us with information for inclusion in the
table and then subsequently (i) exercised their right to require EVM to
repurchase their LYONs, in whole or in part, for cash on August 13, 2002,
pursuant to the terms of the Indenture governing the LYONs; and/or (ii)
sold their LYONs in transactions exempt from the registration requirements
of the Securities Act of 1933, as amended, to persons who also supplied us
information with respect to the shares deliverable upon exchange of the
same LYONs.
(2) The number of shares of non-voting common stock deliverable upon exchange
of the LYONs are subject to change under certain circumstances described in
the Indenture governing the LYONs. As a result, the number of shares of
non-voting common stock deliverable upon exchange of the LYONs may increase
or decrease at any time.
(3) Assumes that the full amount of LYONs reported as held by a selling
stockholder is exchanged for shares of non-voting common stock at an
exchange rate of 14.3657 shares of non-voting common stock per $1,000
principal amount at maturity of LYONs, and that all shares received upon
exchange are offered hereunder by that selling stockholder. Since exchange
of the LYONs for shares of non-voting common stock is conditioned upon the
occurrence of specified events, and since Eaton Vance Management has the
right to pay cash in lieu of delivering shares of non-voting common stock
upon exchange, there can be no assurance that any selling stockholder will
be able to exchange its LYONs, or that it will receive shares of non-voting
common stock upon any such exchange.
(4) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using
68,250,464 shares of non-voting common stock outstanding as of October 31,
2003. In calculating this amount for each holder, we treated as outstanding
the number of shares of non-voting common stock deliverable upon exchange
of all of that holder's LYONs, but we did not assume exchange of any other
holder's LYONs.
(5) Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch") is not aware
of any position, office, or directorship relationship with the company or
its affiliates; however, Merrill Lynch may or may not have, from time to
time, acted in a financial investment advisory capacity to the company or
its affiliates.
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(6) The total non-voting common stock share figure above represents the maximum
number of shares deliverable upon exchange of the aggregate principal
amount at maturity of LYONs outstanding as of February 12, 2004.
Accordingly, this figure represents the maximum number of shares of
non-voting common stock that could be sold hereunder.
The Prospectus, together with all Prospectus Supplements, constitutes the
Prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to offers and sales of non-voting common stock
deliverable upon exchange of the LYONs.
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