<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration No.'s 33-4097 and 33-33011
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 9, 1990
$500,000,000
COOPER INDUSTRIES, INC.
SECOND SERIES MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO 15 YEARS FROM DATE OF ISSUE
------------------------
Cooper Industries, Inc. (the "Company") may offer from time to time its
medium-term notes, which are issuable in one or more series. The Company has
currently authorized the issuance and sale of up to $500 million aggregate
principal amount of its Second Series Medium-Term Notes (the "Notes") offered by
this Prospectus Supplement, including the $197.9 million aggregate principal
amount of Notes issued prior to the date hereof. The Company may from time to
time authorize an increase in the aggregate principal amount of Notes to be
offered as part of such series. The Notes will be denominated in U.S. dollars.
Each Note will mature from nine months to 15 years from its date of issue, as
selected by the initial purchaser and agreed to by the Company. If so provided
in an accompanying pricing supplement (a "Pricing Supplement") to this
Prospectus Supplement, the Notes will be subject to redemption prior to maturity
on the terms specified therein.
Each Note will bear interest at a fixed rate established by the Company at
the date of issuance of such Note and indicated in an accompanying Pricing
Supplement. Unless otherwise provided in the applicable Pricing Supplement,
interest on each Note will accrue from its date of issue and be payable on each
March 1 and September 1 and at maturity or upon redemption. See "Description of
Notes."
Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of The Depository Trust Company
(the "Depository") (each such Note represented by a Global Security being
referred to herein as a "Book-Entry Note") or a certificate issued in definitive
form (a "Certificated Note"), as set forth in the applicable Pricing Supplement.
Beneficial interests in Book-Entry Notes will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
participants. Unless otherwise indicated in the applicable Pricing Supplement,
Notes will be issued in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof. See "Description of Notes."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY SUPPLEMENT
HERETO OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
PRICE TO AGENTS' DISCOUNTS AND
PUBLIC(1) COMMISSIONS(2) PROCEEDS TO COMPANY(2)(3)
----------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note........................... 100% Not to exceed .600% Not less than 99.400%
Total.............................. $500,000,000 Not to exceed $3,000,000 Not less than $497,000,000
</TABLE>
---------------
(1) Unless otherwise indicated in the applicable Pricing Supplement, the Notes
will be sold at 100% of their principal amount.
(2) The Company will pay a commission to an Agent (as defined below), in the
form of a discount, not to exceed .600% of the Price to Public of any Note,
depending upon maturity, when such Agent places such Note. The Company also
may sell Notes to any Agent, as principal, at negotiated discounts, for
resale to investors and other purchasers. The Company has agreed to
indemnify each Agent against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
(3) Before deduction of expenses payable by the Company, estimated at $175,000.
------------------------
Offers to purchase Notes are being solicited from time to time by Goldman,
Sachs & Co., CS First Boston Corporation, Chase Securities, Inc. and Lehman
Brothers, Lehman Brothers Inc. (including its affiliate Lehman Government
Securities Inc.) (each an "Agent" and collectively, the "Agents") on behalf of
the Company. The Company reserves the right to sell Notes directly on its own
behalf in those jurisdictions in which it is authorized to do so. The Agents
have agreed to use their best efforts to solicit purchases of the Notes. The
Company may sell Notes to the Agents acting as principal for their own account
for resale to one or more investors at varying prices related to prevailing
market prices at the time of resale or otherwise, to be determined by the
applicable Agent. No termination date for the offering has been established. The
Company or any Agent may reject any offer in whole or in part. The Notes will
not be listed on any securities exchange and there can be no assurance that the
Notes offered by this Prospectus will be sold or that there will be a secondary
market for the Notes. See "Plan of Distribution."
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
CHASE SECURITIES, INC.
LEHMAN BROTHERS
------------------------
The date of this Prospectus Supplement is August 14, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The regional offices of the Securities and Exchange Commission referred to
under "Available Information" in the accompanying Prospectus have moved and are
now located at 219 Dearborn Street, Chicago, Illinois 60604 and Seven World
Trade Center, New York, New York 10048.
RECENT DEVELOPMENTS
On June 30, 1995, the Company distributed 85.5% (21,375,000 shares) of the
common stock of its wholly-owned subsidiary Cooper Cameron Corporation ("Cooper
Cameron") in exchange for 9,500,000 shares of Company common stock pursuant to
an offer made to the Company's shareholders to exchange 2.25 shares of common
stock of Cooper Cameron for each share of Company common stock tendered, up to a
maximum of 9,500,000 shares of Company common stock. The Company retained 14.5%
(3,625,000 shares) of the common stock of Cooper Cameron.
Cooper Cameron was incorporated in Delaware on November 10, 1994 as a
wholly-owned subsidiary of the Company. As of January 1, 1995 the Company
transferred to Cooper Cameron the businesses that comprised the Company's former
Petroleum & Industrial Equipment segment at September 30, 1994. These businesses
included the Cooper Oil Tool, Cooper Energy Services, Cooper Turbocompressor and
Wheeling Machine Products operations of the Company.
The Company's continuing businesses operate in three business segments:
Electrical Products, Tools & Hardware and Automotive Products.
The Electrical Products segment manufactures and markets electrical and
circuit protecting products for use in residential, commercial and industrial
construction, maintenance and repair applications. In addition, the segment
produces and markets products for use by utilities and industries for primary
electrical power transmission and distribution. Some of the major products
include Buss(R) and Edison(R) fuses; Crouse-Hinds(R) electrical construction
materials; Crouse-Hinds(R), Fail-SafeTM, Halo(R) and Metalux(R) lighting
fixtures; Kyle(R) distribution switchgear; and McGraw-EdisonTM and RTE(R) power
and distribution transformers and related products.
The Automotive Products segment manufactures and distributes spark plugs,
brake components, wiper blades, lighting products, heating and air conditioning
parts, steering and suspension components and other products for use by the
automotive aftermarket and in automobile assemblies. Products include Abex(R),
LeeTM, Gibson(R) and Wagner(R) brake components; Anco(R) windshield wiper
products; automotive wire and cable; Champion(R) spark plugs and igniters;
Everco(R) and Murray(R) heating and air conditioning parts; Moog(R) steering and
suspension products; Precision(R) universal joint products; and Wagner(R) and
Zanxx(R) lighting products.
The Tools & Hardware segment produces and markets tools and hardware items
for use in residential, commercial and industrial construction, maintenance and
repair applications and for other general industrial and consumer uses. Some of
the well-known products include Campbell(R) chain; Crescent(R) wrenches;
Diamond(R) horseshoes and farrier tools; Lufkin(R) measuring tapes; Nicholson(R)
files and saws; Plumb(R) hammers; Weller(R) soldering equipment; Wiss(R)
scissors; Xcelite(R) screwdrivers; Buckeye(R), DGDTM and Dotco(R) power tools;
and Kirsch(R) drapery hardware and custom window coverings.
S-2
<PAGE> 3
SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data for the
Company for each of the five years ended December 31, 1994, and selected
unaudited historical financial data for the six-month periods ended June 30,
1995 and 1994. The historical data for the five full years shown below has been
derived from the audited consolidated financial statements of the Company. The
historical data for the six-month periods ended June 30, 1995 and 1994 has been
derived from the Company's unaudited consolidated financial statements and
includes, in the opinion of the Company's management, all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
data for such periods. This historical data should be read in conjunction with
the consolidated financial statements and notes thereto of the Company
incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
--------------------- ----------------------------------------------------------
1995(1)(2) 1994(1)(3) 1994(1) 1993(1)(3) 1992(1)(3) 1991(3) 1990(3)
--------- --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN MILLIONS WHERE APPLICABLE)
Income Statement Data:
Revenues............................ $ 2,391.3 $ 2,211.7 $ 4,588.0 $ 4,776.4 $ 4,468.4 $ 4,307.6 $ 4,570.8
--------- --------- --------- --------- --------- ---------- ---------
Income from continuing operations
before cumulative effect of
changes in accounting
principles........................ 138.1 131.5 292.8 299.0 239.6 231.2 265.3
Income from discontinued operations,
net of taxes...................... -- .5 .3 68.1 121.7 162.0 96.1
Charge for discontinued
operations........................ (186.6) -- (313.0) -- -- -- --
Cumulative effect on prior years of
changes in accounting
principles........................ -- -- -- -- (590.0) -- --
--------- --------- --------- --------- --------- ---------- ---------
Net income (loss)............ $ (48.5) $ 132.0 $ (19.9) $ 367.1 $ (228.7) $ 393.2 $ 361.4
======== ======== ======== ======== ======== ========= ========
Per Common Share Data:
Primary --
Income from continuing operations
before cumulative effect of
changes in accounting
principles...................... $ 1.19 $ .92 $ 2.10 $ 2.15 $ 1.64 $ 1.60 $ 1.94
Income (loss) from discontinued
operations...................... (1.61) .01 (2.74) .60 1.07 1.44 .87
Cumulative effect on prior years
of changes in accounting
principles...................... -- -- -- -- (5.19) -- --
--------- --------- --------- --------- --------- ---------- ---------
Net income (loss)............ $ (.42) $ .93 $ (.64) $ 2.75 $ (2.48) $ 3.04 $ 2.81
======== ======== ======== ======== ======== ========= ========
Fully diluted --
Income from continuing operations
before cumulative effect of
changes in accounting
principles...................... $ 1.15 $ .92 $ 2.10 $ 2.15 $ 1.64 $ 1.60 $ 1.94
======== ======== ======== ======== ======== ========= ========
Net income (loss)................. $ (.42) $ .93 $ (.64) $ 2.75 $ (2.48) $ 3.01 $ 2.81
======== ======== ======== ======== ======== ========= ========
Cash dividends...................... $ .66 $ .66 $ 1.32 $ 1.32 $ 1.24 $ 1.16 $ 1.08
Book value.......................... 14.75 19.00 17.50 19.76 18.63 22.93 21.23
Balance Sheet Data (at the end of
period):
Total assets........................ $ 5,811.6 $ 6,332.5 $ 6,400.7 $ 6,361.7 $ 6,551.4 $ 5,951.1 $ 6,019.1
Long-term debt...................... 1,886.2 1,252.4 1,361.9 883.4 1,369.8 1,033.3 1,238.5
Other Data (unaudited):
Ratio of earnings to fixed
charges(4)........................ 3.7x 6.4x 6.4x 6.0x 4.6x 3.8 x 3.4x
</TABLE>
---------------
(1) Includes the results of Moog Automotive Group, Inc., which was acquired
effective October 1, 1992 from IFINT S.A. This transaction was accounted for
as a purchase.
(2) Includes the results of Abex Friction Products, which was acquired effective
December 30, 1994 from Abex, Inc. This transaction was accounted for as a
purchase.
(3) Restated to reflect discontinued operations.
(4) The ratio of earnings to fixed charges has been calculated by dividing fixed
charges into the sum of earnings before income tax expense and fixed
charges. Fixed charges consist of interest costs and estimated interest in
rentals (one-third of rental expense).
S-3
<PAGE> 4
DESCRIPTION OF NOTES
The Notes offered hereby will be issued under the Indenture dated as of
January 15, 1990, referred to in the accompanying Prospectus (such Indenture, as
amended by the Trust Indenture Reform Act of 1990, the "Indenture") between the
Company and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee"). The summary contained herein of certain provisions of the Notes does
not purport to be complete and is qualified in its entirety by reference to the
provisions of the Indenture and the form of Notes, each of which has been filed
as an exhibit to the Registration Statements of which the accompanying
Prospectus is a part.
The Notes are referred to in the accompanying Prospectus as the "Offered
Debt Securities." The following description of the particular terms of the Notes
offered hereby supplements and, to the extent inconsistent therewith, replaces
the description of the general terms of the Offered Debt Securities set forth
under the heading "Description of the Debt Securities" in the accompanying
Prospectus, to which description reference is hereby made.
Except as otherwise defined herein, capitalized terms set forth below have
the meanings specified in the Indenture or the Notes. Currency amounts in this
Prospectus Supplement, the accompanying Prospectus and any Pricing Supplement
are stated in U.S. dollars.
GENERAL
The Notes constitute a single series for purposes of the Indenture and are
currently limited to an aggregate principal amount of $500,000,000, including
the $197,900,000 aggregate principal amount of Notes issued prior to the date
hereof. The foregoing limit, however, may be increased by the Company if in the
future it determines that it may wish to sell additional Notes. The Company may
from time to time sell additional series of Debt Securities, including
additional series of medium-term notes.
The Notes are offered on a continuing basis and will mature on any day
(whether or not a Business Day) from nine months to 15 years from their date of
issue, as selected by the initial purchaser and agreed to by the Company, but
may be subject to redemption prior to maturity as set forth under "Redemption"
below. "Business Day" means any day that is not a Saturday or Sunday and that,
in New York, New York, is not a day on which banking institutions are authorized
by law to close.
Each Note will be issued initially as either a Book-Entry Note (evidenced
by a Global Security) or as a Certificated Note (evidenced by a certificate
registered in the name of the registered holder). Except as set forth under
"Book-Entry System" below, Book-Entry Notes will not be issuable in definitive
form. Notes will be denominated in U.S. dollars and will be issued in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
The Notes may be presented for payment of principal and interest, transfer
of the Notes will be registrable and the Notes will be exchangeable at the
agency in New York, New York, maintained by the Company for such purpose;
provided that Book-Entry Notes will be transferable and exchangeable only in the
manner and to the extent set forth under "Book-Entry System" below. On the date
hereof, the agent for the payment, transfer and exchange of the Notes (the
"Paying Agent") is The Chase Manhattan Bank (National Association), acting
through its corporate trust office at 4 Chase Metrotech Center, Brooklyn, New
York 11245.
The Pricing Supplement relating to each Note will describe the following
terms: (i) the price (expressed as a percentage of the aggregate principal
amount thereof) at which such Note will be issued and sold, if other than 100%;
(ii) the date on which such Note will be issued; (iii) the date on which such
Note will mature; (iv) the rate per annum at which such Note will bear interest;
(v) whether such Note may be redeemed prior to maturity and, if so, the
provisions relating to such redemption; (vi) whether such Note will be issued
initially as a Book-Entry Note or a Certificated Note; and (vii) any other terms
of such Note not inconsistent with the provisions of the Indenture.
S-4
<PAGE> 5
INTEREST AND INTEREST RATES
Each Note will bear interest from its date of issue or from the most recent
Interest Payment Date (hereinafter defined) to which interest on such Note has
been paid or duly provided for, at a fixed rate per annum stated therein and in
the applicable Pricing Supplement, until the principal thereof is paid or made
available for payment. Interest will be computed on the basis of a 360-day year
of twelve 30-day months, and, unless otherwise specified in the applicable
Pricing Supplement, will be payable on March 1 and September 1 of each year
(each an "Interest Payment Date") and at maturity or upon redemption. If any
Interest Payment Date (including the date of maturity or any earlier redemption
date) for any Note would fall on a day which is not a Business Day, interest
payments will be postponed to the next day that is a Business Day, and no
interest will accrue for the period from and after the Interest Payment Date.
Interest will be payable to the persons in whose names the Notes are
registered in the Debt Security register at the close of business on the date 15
calendar days prior to the Interest Payment Date (whether or not a Business
Day) (each such date, a "Regular Record Date"); provided, however, that
interest payable at maturity or upon redemption will be payable to the person
to whom principal shall be payable. Notwithstanding the foregoing, the first
payment of interest on any Note originally issued between a Regular Record
Date and the next succeeding Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
registered holder on such next succeeding Regular Record Date.
Final Treasury Regulations respecting original issue discount were released
by the Internal Revenue Service on January 27, 1994, and if any Notes are issued
at an original issue discount for federal income tax purposes, the related
Pricing Supplement will set forth special federal income tax considerations
applicable thereto.
Effective January 1, 1993, the rate of backup withholding tax referred to
in the penultimate paragraph under "Certain Federal Income Tax Consequences" in
the Prospectus was raised from 20 percent to 31 percent.
Interest payments will include accrued interest from the date of issue or
from the last date in respect of which interest has been paid, as the case may
be, to, but excluding, the Interest Payment Date.
Interest rates on Notes offered for sale are subject to change without
notice by the Company from time to time, but no such change will affect any Note
theretofore issued or as to which an offer to purchase has been accepted by the
Company.
REDEMPTION
Unless otherwise specified in the applicable Pricing Supplement, the Notes
will not be redeemable prior to their maturity. If so specified in the
applicable Pricing Supplement with respect to a Note, such Note will be
redeemable on or after the date set forth in such Pricing Supplement, either in
whole or from time to time in part, at the option of the Company, at the
redemption price set forth in such Pricing Supplement, together with interest
accrued thereon to the date of redemption, on notice given not more than 60 nor
less than 30 days prior to the date of redemption.
REPURCHASE
The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the Trustee for cancellation.
DEFEASANCE
The Notes will be subject to defeasance as described under "Description of
the Debt Securities -- Defeasance" in the accompanying Prospectus.
S-5
<PAGE> 6
PAYMENTS
Payments of principal, premium, if any, and interest due with respect to
any Certificated Note at maturity or upon redemption will be made in immediately
available funds upon surrender of the Note at the office of the Paying Agent in
New York, New York, provided that the Note is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Interest payable with respect to a Certificated Note
(other than interest payable at maturity or upon redemption) will be paid by
check mailed to the address of the registered holder as of the original issue
date or the Regular Record Date, as the case may be. Notwithstanding the
foregoing, a registered holder of $5,000,000 or more in aggregate principal
amount of Certificated Notes having the same Interest Payment Date will, upon
written request to the Paying Agent not later than 15 days prior to the Interest
Payment Date, be entitled to receive payments of interest thereon (other than at
maturity or upon redemption) by wire transfer of immediately available funds to
an account maintained by such registered holder with a bank located in the
United States.
The total amount of any principal, premium, if any, and interest due on any
Global Security representing one or more Book-Entry Notes on any Interest
Payment Date or at maturity or redemption will be made available to the Paying
Agent on such date; provided, however, if such date falls on a day which is not
a Business Day, such amount will be made available on the next Business Day. As
soon as possible thereafter, the Paying Agent will make such payments to the
Depository. The Depository will allocate such payments to each Book-Entry Note
represented by such Global Security and will make payments to the owners or
holders thereof in accordance with its existing operating procedures. See
"Book-Entry System."
BOOK-ENTRY SYSTEM
Upon issuance, all Book-Entry Notes aggregating up to $200 million
principal amount and having the same original issuance date, interest rate,
maturity and redemption provisions, if any, will be represented by a single
Global Security. Each Global Security representing one or more Book-Entry Notes
will be deposited with, or on behalf of, the Depository, and registered in the
name of a nominee of the Depository. Upon the issuance of a Global Security, the
Depository will credit, on its book-entry registration and transfer system, the
principal amounts of the Book-Entry Notes represented by such Global Security to
the accounts of those institutions that have accounts with the Depository and
have purchased such Book-Entry Notes ("Participants"). The accounts to be
credited shall be designated by the Agents, if such Book-Entry Notes are sold by
them, or by the Company, if such Book-Entry Notes are sold directly by the
Company. Ownership of beneficial interests in such Global Securities will be
limited to Participants or persons that may hold interests through Participants.
Ownership of beneficial interests in such Global Securities will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depository or its nominee for such Global Security (with
respect to Participants' interests) or by Participants (with respect to persons
that hold through Participants). The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in Global Securities.
So long as the Depository, or its nominee, is the registered holder of a
Global Security, the Depository or such nominee, as the case may be, will be
considered the sole owner or registered holder of the Book-Entry Notes
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in any such Global Security
will not be entitled to have Book-Entry Notes of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Book-Entry Notes of such series in definitive form
and will not be considered the registered holders thereof under the Indenture.
For a description of certain of the rights of registered holders under the
Indenture, see "Description of the Debt Securities -- Events of Default" and
"-- Modification of the Indenture" in the accompanying Prospectus.
S-6
<PAGE> 7
Principal, premium, if any, and interest payments on Book-Entry Notes
registered in the name of the Depository or its nominee will be made to the
Depository or its nominee, as the case may be, as the registered holder of the
Global Security representing such Book-Entry Notes. None of the Company, the
Trustee, any paying agent or the registrar for such Book-Entry Notes will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in a Global Security
for such Book-Entry Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depository, upon receipt of any payment of
principal, premium or interest in respect of a Global Security, will credit
Participants' accounts immediately with amounts thereof proportionate to their
beneficial interests in the principal amount of such Global Security as shown on
the records of such Depository. The Company also expects that payments by
Participants to owners of beneficial interests in such Global Security held
through such Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name", which payments will be the sole
responsibility of such Participants. The Company has, however, no control over
the practices of the Depository or the Participants and there can be no
assurance that these practices will not be changed.
A Global Security may not be transferred except as a whole by the
Depository to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor of such Depository or a nominee of such
successor. If the Depository is at any time unwilling or unable to continue as
Depository or if at any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in either event, the Company is unable to arrange for a qualified
successor, then the Company will issue Certificated Notes in definitive form in
exchange for the Global Security representing such Book-Entry Notes. In
addition, the Company may at any time and in its sole discretion determine not
to have any Book-Entry Notes represented by one or more Global Securities and,
in such event, will issue Certificated Notes in definitive form in exchange for
all Global Securities representing such Book-Entry Notes. Moreover, if there
shall have occurred and be continuing an Event of Default, or an event which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default with respect to any Book-Entry Notes represented by one or more
Global Securities, such Global Securities shall be exchangeable for Certificated
Notes in definitive form.
The Depository has advised the Company and the Agents as follows: The
Depository is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depository was created to hold securities of its Participants
and to facilitate the clearance and settlement of securities transactions among
its Participants in such securities through electronic book-entry changes in
accounts of the Participants, thereby eliminating the need for physical movement
of securities certificates. The Depository's Participants include securities
brokers and dealers (including the Agents), banks (including the Trustee), trust
companies, clearing corporations and certain other organizations, some of whom
(or their representatives) own the Depository. Access to the Depository's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly.
S-7
<PAGE> 8
PLAN OF DISTRIBUTION
Under the terms of a Distribution Agreement between the Agents and the
Company, dated September 24, 1991, the Notes are being offered on a continuing
basis by the Company through the Agents, each of which has agreed to use its
best efforts to solicit offers to purchase the Notes. The Company also may sell
Notes to any of the Agents or any other person, as principal, for resale by such
Agent or person at varying prices as will be determined by such Agent or person
at the time of such resale, which prices may be higher or lower than the price
to the public set forth herein. Unless otherwise agreed by the Company and the
Agents, the Company will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of Notes in whole or in part. Each Agent
will have the right, in its reasonable discretion, to reject any offer to
purchase Notes received by it, in whole or in part. The Company will pay each
Agent a commission, in connection with sales of Notes to purchasers solicited by
such Agent, not to exceed .600% of the purchase price of Notes so sold,
depending upon the maturity of the Notes. The Company reserves the right to sell
Notes from time to time directly on its own behalf to investors or through other
agents, dealers or underwriters; if the Company grants any discount or pays any
commission to such persons, such discount or commission will be disclosed in the
applicable Pricing Supplement. No commission will be payable on any Notes sold
directly by the Company.
Unless otherwise specified in the applicable Pricing Supplement, payment of
the purchase price of Notes acquired through an Agent acting as agent is
required to be made in immediately available funds in New York, New York.
Any Agent, when acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in respect of the Notes. The Company has agreed to indemnify
each Agent against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments such Agent may be required to make
in respect thereof. The Company has agreed to reimburse the Agents for certain
expenses, including fees and disbursements of counsel to the Agents.
The Company has been advised by the Agents that they may from time to time
make a market in the Notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice. Further, the Agents
may from time to time purchase and sell Notes in the secondary market, but they
are not obligated to do so. No assurance can be given as to the liquidity of any
trading market for the Notes.
In addition to offering Notes as described herein, the Company may also
sell other Debt Securities pursuant to any other prospectus supplement. Any
sales of such other Debt Securities pursuant to another prospectus supplement
may reduce the principal amount of Notes which may be offered by this Prospectus
Supplement and the Prospectus.
Certain of the Agents and their affiliates have from time to time provided
investment banking and commercial banking services to the Company for which
services such Agents and their affiliates have received customary fees and
commissions.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1994, incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
(which contains an explanatory paragraph with respect to changes in methods of
accounting for postretirement benefits other than pensions, income taxes and
postemployment benefits as discussed in Note 4 to the consolidated financial
statements) incorporated therein and herein by reference. Such consolidated
financial statements have been incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
S-8
<PAGE> 9
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................ S-2
Recent Developments.................. S-2
Selected Financial Data.............. S-3
Description of Notes................. S-4
Plan of Distribution................. S-8
Experts.............................. S-8
PROSPECTUS
Available Information................ 2
Documents Incorporated by Reference.. 2
The Company.......................... 3
Use of Proceeds...................... 3
Ratio of Earnings to Fixed Charges... 4
Description of the Debt Securities... 4
Certain Federal Income Tax
Consequences....................... 11
Plan of Distribution................. 13
Legal Opinions....................... 13
Experts.............................. 14
</TABLE>
$500,000,000
COOPER INDUSTRIES, INC.
SECOND SERIES MEDIUM-
TERM NOTES
------------------------
PROSPECTUS SUPPLEMENT
------------------------
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
CHASE SECURITIES, INC.
LEHMAN BROTHERS
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