SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under The Securities Exchange Act of 1934
(Amendment No. 3)
Cooper Industries Inc New
------------------------------------------------------
(Name Of Issuer)
Common Par
- --------------------------------------------------------------------------------
(Title of Class of Securities)
216669101
-------------------------------------------
(Cusip Number)
(Continued on the following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 216669101 13G Page 2 of 6 Pages
Cooper Industries Inc
1
NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON.
The Chase Manhattan Corporation SS# 13-2624428
for Cooper Industries Inc and Master Trust Plan SS# 31-4156620
Administered by The Chase Manhattan Bank - CMB SS# 13-4494650
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
The Chase Manhattan Corporation CMC - Delaware
The Chase Manhattan Bank - CMB - New York
Cooper Industries Inc. - Plan-New York
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
5,740,319
6
SHARED VOTING POWER
None
7
SOLE DISPOSITIVE POWER
5,740,319
8
SHARED DISPOSITIVE POWER
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,740,319
<PAGE>
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.74%
12
TYPE OF PERSON REPORTING*
CMC - HC
CMB - BK
Plan - ESOP
* SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 6 Pages
Item 1(a).Name of Issuer: Cooper Industries Inc
Item 1(b).Address of Issuer's: 600 Travis, Suite 5800
Offices Houston, Texas 77002
Item 2(a).Name of Person Filing: This notice is filed by The Chase Manhattan
Corporation (CMC) and its wholly owned
subsidiary, The Chase Manhattan Bank (CMB )
and Cooper Industies Master Plan Trust (the
"Plan) and Trust created pursuant thereto
(collectively, the "Filing Persons")
Item 2(b). Address of Principal Business CMC: 270 Park Avenue
Office: New York, NY 10017
CMB - 270 Park Avenue
New York, NY 10017
Plan -Cooper Industries Inc
Master Plan Trust
c/o The Chase Manhattan Bank
<PAGE>
Item 2(c). Citizenship: CMC - Delaware
CMB- New York
Item 2(d). Title of Class of Securities: Common Par
Item 2(e). CUSIP Number: 581557105
Page 4 of 6 Pages
Cooper Industries Inc
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ X ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ X ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)].
(g) [ X ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1997 5,740,319
The plan and Trust created pursuant
thereto beneficially own 5,740,319
shares of common stock.
(b) Percent of Class: Plan - 4.74%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: Plan - 5,740,319
(ii) Shared power to vote or to direct the vote: None
<PAGE>
Page 5 of 6 Pages
Cooper Industries Inc
(iii) Sole power to dispose or to direct the disposition of:
Plan - 5,740,319
(iv) Shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class:
Yes Less than 5%
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Holds the
Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both
CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto,
the identity of CMB is as set forth on the cover page hereof. CMB is
classified as a Bank, as such term is defined in Section (3) (a) (6)
of the Securities Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
<PAGE>
Page 6 of 6 Pages
Cooper Industries Inc
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and did
not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or
as a participant in any transaction having such purpose or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1998
The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION
/s/ Allan Nemethy /s/ Anthony J. Horan
- -------------------------- -------------------------------
Allan Nemethy Anthony J. Horan
Trust Officer Corporate Secretary
Page 6 of 6
