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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Final Amendment No. 2
To
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Cooper Industries, Inc.
(Name Of Issuer)
Cooper Industries, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
216669101
(CUSIP Number of Class of Securities)
Diane K. Schumacher, Esq.
Cooper Industries, Inc.
1001 Fannin, Suite 4000
Houston, Texas 77002
(713) 739-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
Copy To:
Margaret L. Wolff, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 31, 1995
(Date Tender Offer First Published, Sent or Given
to Security Holders)
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Calculation of Filing Fee
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Transaction Valuation: $364,562,500(1) Amount of Filing Fee: $125,712
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/X/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $172,476 Filing Party: Cooper Cameron Corporation
Form or Registration No.: Date Filed: March 14, 1995
Registration Statement on
Form S-4 of Cooper Cameron
Corporation (No. 33-90288)
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(1) Estimated solely for purposes of calculating the filing fee and
computed pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of
1934, as amended. This amount assumes the acquisition by Cooper
Industries, Inc. of 9,500,000 shares of its Common stock, par value
$5.00 per share, for $38.375 per share, the average of the high and
low sales prices of a share of such common stock, as reported by the
New York Stock Exchange Composite Tape
on May 25, 1995.
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This Final Amendment No. 2 amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4, dated May 31, 1995, of Cooper Industries,
Inc., an Ohio corporation ("Cooper"), relating to the offer by Cooper to
exchange 2.25 shares of Common Stock, par value $.01 per share, of Cooper
Cameron Corporation, a Delaware corporation and a wholly-owned subsidiary of
Cooper, for each share of Cooper Common Stock, par value $5.00 per share (the
"Cooper Common Stock"), up to 9,500,000 shares of Cooper Common Stock, upon the
terms and subject to the conditions set forth in the Offering
Circular-Prospectus, dated May 30, 1995 (the "Offering Circular-Prospectus")
and in the related Letter of Transmittal. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Offering Circular-
Prospectus.
Item No. 9. Material to be Filed as Exhibits
Item 9 is hereby amended and supplemented to add the following exhibit:
99.16 Press Release issued by Cooper on July 12, 1995
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 12, 1995
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
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Diane K. Schumacher
Sr. Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
99.16 Press Release issued by Cooper on July 12, 1995
</TABLE>
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Exhibit 99.16
FOR IMMEDIATE RELEASE
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July 12, 1995
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER INDUSTRIES ANNOUNCES FINAL PRORATION
FACTOR OF 28.079% IN COOPER CAMERON EXCHANGE OFFER
HOUSTON, July 12 -- Cooper Industries, Inc. (NYSE-CBE) announced today the
final proration factor of 28.079 percent for its Cooper Cameron exchange offer.
Based on the final count by the exchange agent, 33,739,288 Cooper
common shares were tendered for exchange, including 36,619 shares held by
odd-lot shareholders, prior to the expiration of the offer. In accordance
with the terms of the exchange offer, Cooper accepted all shares tendered by
eligible odd-lot holders. All other shares will be prorated at 28.079 percent.
Certificates for shares of Cooper Cameron common stock will be
mailed by July 17. Checks in lieu of fractional shares and certificates for
Cooper shares not exchanged will be mailed by July 18. After the exchange
of shares, Cooper will have approximately 107.5 million shares of common
stock outstanding.
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, tools and hardware, and automotive products.
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