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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)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a concurrent
check the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [x]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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____% Exchangeable Notes New York Stock Exchange
due __________, 1998
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 description of the Registrant's ___% Exchangeable Notes Due
___, 1998 (DECSsm) is set forth under the caption "Description
of the DECS" beginning on page 11 of the preliminary
Prospectus dated November 30, 1995 included in Amendment No. 2
to the Registrant's Registration Statement on Form S-3 (File
No. 33-63457) filed by the Registrant on November 30, 1995,
which description is incorporated herein by reference. The
definitive description of such securities will be contained in
the definitive Prospectus which will be filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended, and which
shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
A. Form of Indenture, between Cooper Industries, Inc. and Texas
Commerce Bank National Association, as Trustee (incorporated
by reference to Exhibit 4.1 of Form S-3 Registration Statement
No. 33-63457).
B. Form of First Supplemental Indenture between Cooper
Industries, Inc. and Texas Commerce Bank National Association,
as Trustee (incorporated by reference to Exhibit 4.2 of Form
S-3 Registration Statement No. 33-63457).
C. Form of DECS (Exchangeable Note) (incorporated by reference to
Exhibit 4.3 of Form S-3 Registration Statement No. 33-63457).
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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.
Date: December 5, 1995 /s/ Diane K. Schumacher
Senior Vice President, General
Counsel & Secretary
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