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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 19, 1994
______________________________
COOPER INDUSTRIES, INC.
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Ohio
_______________________________________________________________________________
(State or Other Jurisdiction of Incorporation)
1-1175 31-4156620
___________________________________ _______________________________________
(Commission File Number) (IRS Employer Identification No.)
1001 Fannin, Suite 4000, Houston, Texas 77002
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
713/739-5400
_______________________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
______________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
The Company issued the press releases attached hereto as Exhibits 99.1
and 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER INDUSTRIES, INC.
____________________________________
(Registrant)
Date: September 19, 1994 /s/ JAMES A. CHOKEY
__________________________ ____________________________________
James A. Chokey
Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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<S> <C>
99.1 Company Press Release titled "Cooper To Establish Its Petroleum &
Industrial Equipment Business Segment as an Independent Company
Through Exchange Offer"
99.2 Company Press Release titled "Cooper Announces Creation of an
`Office of the Chairman'"
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{COOPER INDUSTRIES LETTERHEAD}
Exhibit 99.1
FOR IMMEDIATE RELEASE
_____________________
September 19, 1994
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER TO ESTABLISH ITS PETROLEUM & INDUSTRIAL EQUIPMENT
BUSINESS SEGMENT AS AN INDEPENDENT COMPANY THROUGH EXCHANGE OFFER
HOUSTON, Sept. 19 -- Cooper Industries, Inc. (NYSE-CBE) announced today that it
intends to establish its petroleum and industrial equipment business as an
independent, publicly traded company through an exchange offer. Cooper's
Petroleum & Industrial Equipment business segment had revenues of approximately
$1.3 billion in 1993.
The offer will provide Cooper shareholders with the opportunity to
exchange some or all of their Cooper common stock for shares in the new
company. The company expects that the exchange will be on a tax-free basis.
The terms of the offer, including the exchange rate, will be announced when the
offer commences in the second quarter of 1995.
Chairman and Chief Executive Officer Robert Cizik said the decision to
separate the company's Petroleum & Industrial Equipment segment from the rest
of its businesses is a natural outcome of Cooper's long-term diversification
strategy. "As a result of our strategy, we have two different businesses,
which we believe are not fully valued by the investment community. The
separation of the two parts should allow the financial markets to evaluate each
company more effectively, and investor returns should then relate more directly
to each business and its markets."
-more-
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COOPER INDUSTRIES, INC. PAGE 2
"For more than 30 years, Cooper's strategy has been to build through
the acquisition of diverse, value-added manufacturing businesses in order to
achieve more predictable and sustainable earnings growth. This diversification
has resulted in a company with two distinct parts -- capital goods and general
manufacturing. The capital goods piece, which is our petroleum and industrial
equipment business, consists of high-dollar, custom-engineered products that
usually are sold directly to end users. Cooper's remaining businesses consist
of value-added manufactured products that are sold primarily through
distributors to a broad customer base," Cizik explained.
"The capital goods and the general manufacturing businesses each
require different management attention, different commitments of capital
investment and vastly different marketing approaches," he continued. "By
separating them, both companies can focus their managerial and financial
resources on the growth of their individual operations. More important, both
companies will be able to provide appropriate incentives for employees that
correspond more directly to the performance of their businesses," he said.
Because the transaction is being structured as an exchange of shares,
accounting rules require Cooper to charge its earnings for the difference
between the estimated fair market value of the new company and the historical
cost of the net assets of the new company reflected on Cooper's consolidated
financial statements. This charge, net of anticipated income until completion
of the offer, is expected to be approximately $300 million and will be taken in
the third quarter of 1994. The Petroleum & Industrial Equipment segment will
be accounted for in Cooper's financial statements as a "discontinued
operation," effective October 1, 1994.
-more-
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COOPER INDUSTRIES, INC.
PAGE 3
The new company will have its own management and board of directors.
The assets of Cooper's Petroleum & Industrial Equipment segment will be
transferred to the new company, and it will be leveraged with an appropriate
amount of debt, Cizik said.
The operations that will be part of the new company include Cooper
Energy Services, headquartered in Mount Vernon, Ohio; Cooper Oil Tool,
headquartered in Houston, Texas; Cooper Turbocompressor, headquartered in
Buffalo, New York; and Wheeling Machine Products, located in Pine Bluff,
Arkansas. These businesses manufacture, market and service machinery and
equipment used in oil and gas exploration, drilling, production, transmission,
storage and processing, as well as compression equipment for industrial
applications.
The process of separating the two entities, selecting and putting in
place a management team for the new company, and performing the necessary
accounting and audit work will begin immediately. The separation should be
completed by the end of the second quarter of 1995.
The offering of shares in the new company will be made only by means
of a prospectus. Dealer manager for the offering will be CS First Boston.
Cooper Industries, with 1993 revenues of $6.3 billion, is a
diversified, worldwide manufacturer of electrical products, electrical power
equipment, tools and hardware, automotive products, and petroleum and
industrial equipment.
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{COOPER INDUSTRIES LETTERHEAD}
Exhibit 99.2
FOR IMMEDIATE RELEASE
_____________________
September 19, 1994
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER ANNOUNCES CREATION OF AN "OFFICE OF THE CHAIRMAN"
HOUSTON, Sept. 19 -- Cooper Industries, Inc. (NYSE-CBE) announced today that it
has created an "Office of the Chairman" that will consist of the company's
Chairman of the Board and Chief Executive Officer, President and Chief
Operating Officer, and Senior Vice President of Finance.
"In view of the decision made yesterday by Cooper's Board of Directors
to establish our petroleum and industrial equipment business as a new, publicly
traded company, we are creating an Office of the Chairman," said Chairman and
Chief Executive Officer Robert Cizik. "The purpose of this office is twofold.
First, it will accommodate the activity required to create the new company.
Second, it will facilitate the ongoing process of management succession,
leading up to my planned retirement in April of 1996," he explained.
In the new Office of the Chairman, Robert Cizik continues as Cooper's
Chairman and Chief Executive Officer. Cizik will also direct the creation and
successful launching of the new company. H. John Riley, Jr. continues as
President and Chief Operating Officer. Riley will be responsible for all
matters relating to Cooper's continuing operations. As Senior Vice President
of Finance, Dewain K. Cross remains responsible for the financial affairs of
Cooper Industries. In addition, Cross will oversee all financial matters
relating to the formation of the new company, Cizik said.
Cooper Industries, with 1993 revenues of $6.3 billion, is a
diversified, worldwide manufacturer of electrical products, electrical power
equipment, tools and hardware, automotive products, and petroleum and
industrial equipment.
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