PROSPECTUS SUPPLEMENT NO. 7
To Prospectus Dated February 8, 2002
As Supplemented:
January 31, 2003
{LOGO}
Eaton Vance Corp.
Non-Voting Common Stock
This Prospectus Supplement No. 7 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 issuable 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 January 31, 2003.
(TM) Trademark of Merrill Lynch & Co., Inc.
The table of selling stockholders on page 10 of the Prospectus is hereby
amended to (1) add certain entities as selling stockholders, and (2) replace the
information contained in the table regarding "All other holders of LYONs or
future transferees, pledgees, donees or successors of any such holders" with the
corresponding information set forth below:
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 Offering (1) Offered Hereby (2) (3)
------------------------------------------------------------ ------------------ ------------------- ---------------
Amaranth LLC 193,937 193,937 *
Sunrise Partners Limited Partnership 28,849 21,549 *
All other holders of LYONs or future transferees,
pledgees, donees or successors of any such holders (4) 1,394,076 1,401,376 2.0%
--------- --------- ----
Total 4,510,830 4,510,830 6.1%
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* Less than one percent (1%)
(footnotes on following page)
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.
The following table sets forth, as of January 31, 2003, information
regarding the beneficial ownership of our non-voting common stock that each
selling stockholder may offer pursuant to the Prospectus. The information, which
gives effect to the changes described above, is based on information provided by
or on behalf of selling stockholders through January 31, 2003, and by the
indenture trustee for the LYONs.
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 Offering (1) Offered Hereby (2) (3)
------------------------------------------------------------ ------------------ ------------------- ---------------
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 *
2
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 *
SuttonBrook Capital Portfolio, LP 143,657 143,657 *
Dodeca Fund, L.P. 28,731 28,731 *
Akela Capital Master Fund, LLC 43,097 43,097 *
Amaranth LLC 193,937 193,937 *
Sunrise Partners Limited Partnership 28,849 21,549 *
All other holders of LYONs or future transferees,
pledgees, donees or successors of any such holders (4) 1,394,076 1,401,376 2.0%
--------- --------- ----
Total 4,510,830 4,510,830 6.1%
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* Less than one percent (1%)
(1) 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.
(2) Assumes that the full amount of LYONs 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.
(3) Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act, using
69,162,424 shares of non-voting common stock outstanding as of
December 31, 2002. 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.
(4) Information about other selling stockholders will be set forth in
future prospectus supplements, if required.
(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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