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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Cooper Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-4156620
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1001 Fannin, Suite 4000, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
7.05% Convertible Subordinated New York Stock Exchange
Debentures due 2015
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
(a) Capital Stock
Not applicable.
(b) Debt Securities
(1) Provisions with respect to maturity,
interest, conversion, redemption, amortization, sinking fund, or
retirement.
Reference is hereby made to the information appearing
under the caption "Description of Cooper Convertible
Debentures" and to the caption "Additional Adjustment
for Change in Control" under the caption "Description
of Cooper Convertible Preferred" in the Registrant's
Prospectus dated November 6, 1989 contained in Form
S-4 Registration Statement File No. 33-31941 filed by
the Registrant on November 6, 1989, which is
incorporated herein by reference.
(2) Provisions with respect to the kind and
priority of any lien securing the securities, together with a brief
identification of the principal properties subject to such lien.
Not Applicable.
(3) Provisions with respect to the
subordination of the rights of holders of the securities to other
security holders or creditors of the registrant; where debt securities
are designated as subordinated in accordance with Instruction 1 to
this item, set forth the aggregate amount of outstanding indebtedness
as of the most recent practicable date that by the terms of such debt
securities would be senior to such subordinated debt and describe
briefly any limitation on the issuance of such additional senior
indebtedness or state that there is no such limitation;
Reference is hereby made to the information appearing
under the caption "Description of Cooper Convertible
Debentures" in the Registrant's Prospectus dated
November 6, 1989 contained in Form S-4 Registration
Statement File No. 33-31941 filed by the Registrant
on November 6, 1989, which is incorporated herein by
reference.
At September 30, 1994, there was $1,365.6 million
principal amount of Senior Indebtedness outstanding.
(4) Provisions restricting the declaration of
dividends or requiring the maintenance of any asset ratio or the
creation or maintenance of reserves.
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The Company may not pay or declare any dividend on
or make any distribution with respect to its capital
stock (other than dividends or distributions payable
in capital stock of the Company or rights or warrants
to purchase such capital stock) while certain events
of default under the Indenture are continuing,
provided that the Company may pay any dividend within
60 days after the date of declaration complying with
the Indenture.
(5) Provisions restricting the incurrence of
additional debt or the issuance of additional securities; in the case
of secured debt, whether the securities being registered are to be
issued on the basis of unbonded bondable property, the deposit of cash
or otherwise; as of the most recent practicable date, the approximate
amount of unbonded bondable property available as a basis for the
issuance of bonds; provisions permitting the withdrawal of cash
deposited as a basis for the issuance of bonds; and provisions
permitting the release or substitution of assets securing the issue;
provided, however, that provisions permitting the release of assets
upon the deposit of equivalent funds or the pledge of equivalent
property, the release of property no longer required in the business,
obsolete property, or property taken by eminent domain or the
application of insurance moneys, and other similar provisions need not
be described.
Not applicable.
(6) The general type of event that
constitutes a default and whether or not any periodic evidence is
required to be furnished as to the absence of default or as to
compliance with the terms of the indenture.
Reference is hereby made to the information appearing
under the caption "Description of Cooper Convertible
Debentures" in the Registrant's Prospectus dated
November 6, 1989 contained in Form S-4 Registration
Statement File No. 33-31941 filed by the registrant on
November 6, 1989, which is incorporated herein by
reference.
(7) Provisions relating to modification of
the terms of the security or the rights of security holders.
Reference is hereby made to the information appearing
under the caption "Description of Cooper Convertible
Debentures" in the Registrant's Prospectus dated
November 6, 1989 contained in Form S-4 Registration
Statement File No. 33-31941 filed by the Registrant on
November 6, 1989, which is incorporated herein by
reference.
(8) If the rights evidenced by the securities
to be registered are, or may be, materially limited or qualified by
the rights of any other authorized class of securities, the information
regarding such other securities as will enable investors to understand
the rights evidenced by the securities; to the extent not otherwise
disclosed pursuant to this item; no information need be given, however,
as to any class of securities all of which will be retired, provided
appropriate
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steps to ensure such retirement will be completed prior to or upon
delivery by the registrant of the securities.
Not applicable.
(9) If debt securities are to be offered at
a price such that they will be deemed to be offered at an "original
issue discount" as defined in paragraph (a) of Section 1273 of the
Internal Revenue Code, or if a debt security is sold in a package with
another security and the allocation of the offering price between the
two securities may have the effect of offering the debt security at
such an original issue discount, the tax effects thereof pursuant to
Sections 1271-1278.
If the 7.05% Convertible Subordinated Debentures due
2015 (the "Debentures") are issued in exchange for the
Company's $1.60 Convertible Exchangeable Preferred
Stock at a time when the stated redemption price at
maturity of such Debentures exceeds their issue price
by an amount equal to or greater than one-fourth (1/4)
of one percent of the stated redemption price at
maturity times the number of complete years to
maturity, the Debentures will be treated as bearing
original issue discount ("OID") equal to the entire
amount of such excess. Assuming the Debentures are
traded on an established securities market at any time
during the 60-day period ending 30 days after their
issue date, the issue price of the Debentures will be
the fair market value (which is determined by
including the value of the conversion feature) as of
the issue date.
If the Debentures are treated as having OID, the
holders of the Debentures would generally be required
to include in gross income (irrespective of their
method of accounting) a portion of the excess of the
stated redemption price of the Debentures at maturity
over their issue price for each year during which such
Debentures are held, even though the cash to which
such income is attributable would not be received
until maturity or redemption of the Debenture. The
amount of any OID included in the income for each year
would be calculated under a constant yield-to-maturity
formula that would result in the allocation of less
OID to the early years of the term of the Debentures
and more OID for the later years.
(10) The name of the trustee(s) and the nature
of any material relationship with the registrant or with any of its
affiliates; the percentage of securities of the class necessary to
require the trustee to take action; and what indemnification the
trustee may require before proceeding to enforce the lien.
Reference is hereby made to the information appearing
under the caption "Description of Cooper Convertible
Debentures" in the Registrant's Prospectus dated
November 6, 1989 contained in Form S-4
Registration Statement File No. 33-31941 filed by the
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Registrant on November 6, 1989, which is incorporated herein
by reference.
(c) Warrants and rights
Not applicable.
(d) Other securities
Not applicable.
(e) Market information for securities other than common equity
Not applicable.
(f) American Depository Receipts
Not applicable.
Item 2. Exhibits.
A. Indenture, dated November 29, 1989, between Cooper Industries,
Inc. and The First National Bank of Chicago, as Trustee
(incorporated by reference to Exhibit 4.2 of Form S-4
Registration Statement No. 33-31941)
B. Form of 7.05% Convertible Subordinated Debenture due 2015
(incorporated by reference to Exhibit 4.2 of Form S-4
Registration Statement No. 33-31941)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
COOPER INDUSTRIES, INC.
December 15, 1994 By /s/ Diane K. Schumacher
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
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