<PAGE> 1
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) January 25, 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)
<PAGE> 2
Item 5 Other Events
The Company issued the press release attached hereto as Exhibit 99.1.
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: January 27, 1994 /s/ Diane K. Schumacher
---------------------- -----------------------------------
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
99.1 Company Press Release
</TABLE>
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
January 25, 1994
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER REPORTS SHARE EARNINGS FOR 1993, INDICATES 25% DECLINE FOR 1994
HOUSTON, Jan. 25 -- Fully diluted share earnings for Cooper Industries, Inc.
(NYSE-CBE) for 1993 rose to $2.75, compared with $2.71 in 1992 before the
cumulative effects of changes in accounting principles. Net income was $367.1
million, compared with income of $361.3 million in 1992 before the cumulative
effects of the accounting changes. Revenues for 1993 rose to $6.3 billion from
$6.1 billion the previous year.
For the quarter ended December 31, 1993, net income increased to
$102.2 million, or 77 cents a fully diluted share, compared with net income of
$96.3 million, or 73 cents a share, in the same quarter of 1992. Revenues were
$1.6 billion for the last quarter of both years.
Chairman and Chief Executive Officer Robert Cizik said the company's
performance reflected the slow-paced recovery in many of its markets and the
depressed state of the oil and gas industry. As a result, overall operating
earnings in 1993 were relatively unchanged from the previous year.
Improvements in the business segments serving stronger markets --
Electrical Products, Tools & Hardware, and Automotive Products -- offset the
impact of deterioration in demand for, and prices of, oil and gas production
and transmission equipment and electrical power transformers. In addition,
earnings were aided by lower interest expense and improved margins in some
product lines resulting from cost management and productivity improvement
actions, Cizik said.
-1-
<PAGE> 2
COOPER INDUSTRIES, INC.
"For 1994, we anticipate a significant decline in earnings. At
present, we estimate that share earnings could be down by as much as 25
percent. The projected drop in share earnings is entirely due to a downturn in
our Petroleum & Industrial Equipment segment. The impact of this decline will
more than exceed the earnings improvements we expect in our Electrical Products
and Tools & Hardware segments and the anticipated steady performance of our
Electrical Power Equipment and Automotive Products operations," Cizik said.
The primary cause of the decline in the Petroleum & Industrial
Equipment segment's results is the recent drop in oil prices and its impact on
worldwide exploration and production projects, which is affecting demand for
Cooper's wellhead production equipment. This is being compounded by the impact
of a normal, cyclical downturn in gas compression projects. As a result,
operating earnings for the segment could decline by about 75 percent in 1994,
he said.
"Through diversification, we have changed the mix of the businesses we
operate and the markets we serve. Nevertheless, Cooper continues to be
influenced by the cyclicality of energy equipment demand. In 1991, these same
operations led Cooper to record share earnings. Now, they are experiencing a
setback," Cizik explained.
Cooper's energy equipment businesses are responding to the latest
downturn with facility consolidations and cost adjustments. These will soften
the impact of the current downturn and improve the company's ability to
participate profitably in a turnaround when it occurs, Cizik noted.
-2-
<PAGE> 3
COOPER INDUSTRIES, INC.
"On the other hand, we're optimistic about the near-term prospects for
our other segments. With modest improvement in the North American economy and
no further decline in the European market, our Electrical Products and Tools &
Hardware segments should continue to do well," he said.
No improvement is expected in the Electrical Power Equipment segment
because of sluggish demand and aggressive industry pricing, but that business
should benefit from operational realignments and asset revaluations
accomplished during the past year. The Automotive Products segment is expected
to maintain margins at current levels.
"Although 1994 will be a year of diminished earnings for the company,
Cooper's fundamental competitive position will continue to improve. Over the
last two years, we have used nonrecurring gains to accelerate management
programs that are improving productivity and long-term profitability. We
expect to realize significant benefits from these programs in 1995 and beyond.
In addition, Cooper will continue to pursue expansion by acquisition,
reinvesting our cash flow for share earnings growth," Cizik explained.
"Over the longer term, the improvements made in Cooper's continuing
operations, the actions taken to revitalize and realign the company over the
past two years, and a possible boost from strategic acquisitions should improve
Cooper's competitive position in the constantly changing worldwide
marketplace," he concluded.
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, electrical power equipment, tools and hardware, automotive
products, and petroleum and industrial equipment.
Comparisons of 1993 and 1992 fourth-quarter and year-end results
follow.
-3-
<PAGE> 4
COOPER INDUSTRIES, INC.
<TABLE>
<CAPTION>
Three Months Ended December 31,
-------------------------------
1993 1992
-------- ---------
(millions except shares)
<S> <C> <C>
Revenues $1,598.5 $1,636.1
Costs and Expenses:
Cost of sales 1,064.7 1,096.4
Depreciation and amortization 73.2 81.5
Selling and administrative 262.7 268.1
Interest expense 21.4 27.2
-------- --------
1,422.0 1,473.2
-------- --------
Income before Income Taxes 176.5 162.9
Income Taxes 74.3 66.6
-------- -------
Net Income 102.2 96.3
Preferred Dividends 13.3 13.2
-------- --------
Net Income Applicable to Common Stock $ 88.9 $ 83.1
======== ========
Net Income Per Common Share:
Primary $.78 $.73
Fully Diluted(1) $.77 .73
Shares Utilized in Computation of
Net Income Per Common Share:
Primary 114,647,000 113,936,000
Fully Diluted(1) 132,999,000 132,288,000
</TABLE>
(1) The computation of fully diluted earnings per share assumes the
conversion of the 7% debentures and the $1.60 Preferred to Common
stock. As a result, interest on the debentures, net of tax, is added
back to net income, and the Preferred dividends are not deducted in
this computation.
-4-
<PAGE> 5
COOPER INDUSTRIES, INC.
<TABLE>
<CAPTION>
Twelve Months Ended December 31,
--------------------------------
1993 1992(1)
-------- --------
(millions except shares)
<S> <C> <C>
Revenues $6,273.8 $6,133.9
Costs and Expenses:
Cost of sales 4,233.6 4,139.6
Depreciation and amortization 302.8 289.1
Selling and administrative 1,012.9 977.1
Interest expense 99.1 115.6
Nonrecurring income (273.8) (24.6)
Nonrecurring expense 273.8 57.0
-------- --------
5,648.4 5,553.8
-------- --------
Income before income taxes and
cumulative effect of changes
in accounting principles 625.4 580.1
Income Taxes 258.3 218.8
-------- --------
Income before cumulative effect of
changes in accounting principles 367.1 361.3
Cumulative effect on prior years of
changes in accounting principles -- (590.0)
-------- --------
Net Income (Loss) 367.1 (228.7)
Preferred Dividends 53.1 52.8
-------- --------
Net Income (Loss) Applicable to Common Stock $ 314.0 ($ 281.5)
======== =========
Net Income Per Common Share:
Primary -
Income before cumulative effect of
changes in accounting principles $2.75 $2.71
Cumulative effect on prior years
of changes in accounting principles -- (5.19)
----- ------
Net Income (Loss) $2.75 ($2.48)
===== ======
Fully Diluted -
Income before cumulative effect of
changes in accounting principles $2.75 $2.71
Cumulative effect on prior years of
changes in accounting principles -- (5.19)
----- ------
Net Income (Loss) $2.75 ($2.48)
===== ======
Shares Utilized in Computations of
Net Income Per Common Share:
Primary 114,201,000 113,830,000
Fully Diluted 114,201,000 113,830,000
</TABLE>
(1) Certain amounts have been reclassified to be consistent with 1993's
presentation.
-5-
