<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) April 20, 1995
--------------------------------
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
On April 20, 1995, the Company issued the press release attached
hereto as Exhibit 99.1 setting forth the Company's results of operations for
the calendar quarter ended March 31, 1995.
Item 7 Financial Statements and Exhibits
<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
99.1 Company Press Release Dated April 20, 1995 Titled "Cooper Industries Reports 38% Increase in Share
Earnings."
</TABLE>
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)
/s/ DIANE K. SCHUMACHER
Date: April 28, 1995 ----------------------------------
Diane K. Schumacher
Senior Vice President, General
Counsel and Secretary
-2-
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
99.1 Company Press Release Dated April 20, 1995 Titled "Cooper Industries Reports 38%
Increase in Share Earnings."
</TABLE>
-3-
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
April 20, 1995
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER INDUSTRIES REPORTS 38% INCREASE IN SHARE EARNINGS
HOUSTON, April 20 -- Fully diluted share earnings from continuing operations of
Cooper Industries, Inc. (NYSE-CBE) for the first quarter of 1995 rose 38
percent to 47 cents from 34 cents in 1994. First-quarter income from
continuing operations rose to $55.3 million, up 6 percent from $52.2 million in
the same period of 1994. Revenues from continuing operations rose 8 percent to
$1.1 billion in 1995 from $1 billion during the first quarter of 1994.
Net income increased to $55.3 million in the first quarter of 1995
from $48.4 million in 1994. Fully diluted net income per common share was 47
cents, compared with 31 cents in the same period last year. Net income for the
prior year includes a loss from discontinued operations, which primarily
consist of Cooper Cameron Corporation, the company that has been formed to
split off Cooper's Petroleum & Industrial Equipment segment.
"Cooper's solid first-quarter performance reflects strength in our
primary markets and the success of our ongoing revitalization program,"
Chairman and Chief Executive Officer Robert Cizik said.
-more-
<PAGE> 2
Cooper Industries, Inc.
"Revenue growth was in line with our expectations," Cizik continued.
Economic conditions in the United States and Canada were stable, while markets
in Western Europe continued to improve. Conditions in Mexico remain a concern,
but the company has taken action to minimize the effects of recent events and
continues to monitor this situation very closely.
"Our Electrical Products segment, which benefited from improved
nonresidential construction and steady levels of industrial production,
increased revenues slightly more than we had expected. Likewise, the Tools &
Hardware segment experienced stronger gains as a result of sustained domestic
demand and improvement in our European markets," he said.
Revenues of the Automotive Products segment benefited from the
year-end acquisition of Abex Friction Products and the addition of Zanxx, Inc.
late in 1994. Otherwise, sales of the segment remained at about the same level
as last year.
"All three of the company's business segments contributed to the
earnings increase," Cizik said. "Gains resulted from a combination of factors,
including sales growth and savings through consolidations and efficiency
improvements in all of our operations. We're also beginning to reap the
rewards of new-product introductions and contributions from recent add-on
acquisitions."
-more-
<PAGE> 3
Cooper Industries, Inc.
The improvement in operating income was offset by higher interest
expense, which more than doubled in 1995. The increased interest expense
resulted from higher interest rates and the January 1, 1995, exchange of
Cooper's $1.60 Convertible Exchangeable Preferred stock for 7.05% Convertible
Subordinated Debentures. As a result of the exchange, Cooper has replaced the
nondeductible dividend on the Preferred stock with the tax-deductible interest
on the convertible debt.
"The exchange of the Preferred stock for convertible debt will
increase the company's 1995 cash flows by over $20 million. It will also
result in a modest improvement in net income per common share for the year,"
Cizik said.
Regarding the planned split-off of Cooper Cameron Corporation, Cizik
said the offer to exchange Cooper Common stock for stock in Cooper Cameron
is still expected to commence during the second quarter.
Cizik said Cooper's outlook for 1995 remains positive. "We expect our
earnings to increase as a result of revenue-growth initiatives, cost
improvements and better asset utilization," he concluded.
Comparisons of 1995 and 1994 first-quarter results appear on the
following page.
---------
Cooper Industries, with 1994 revenues of $4.6 billion, is a
diversified, worldwide manufacturer of electrical products, tools, hardware,
and automotive products.
-more-
<PAGE> 4
Cooper Industries, Inc.
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1995 1994(1)
-------- --------
(millions except shares)
<S> <C> <C>
Revenues:
Electrical Products(2) $ 480.6 $ 455.3
Tools & Hardware 224.0 199.0
Automotive Products 415.6 376.2
Other 3.0 7.3
-------- ---------
$1,123.2 $1,037.8
-------- ---------
Costs and Expenses:
Cost of sales 748.3 692.3
Depreciation and amortization 51.5 48.0
Selling and administrative 190.9 189.7
Interest expense 38.3 16.2
-------- ---------
1,029.0 946.2
-------- ---------
Income before Income Taxes 94.2 91.6
Income Taxes 38.9 39.4
-------- ---------
Income from Continuing Operations 55.3 52.2
Income (Loss) from Discontinued Operations - (3.8)
-------- ---------
Net Income 55.3 48.4
Preferred Dividends - 13.3
-------- ---------
Net Income Applicable to Common Stock $ 55.3 $ 35.1
======== =========
Net Income (Loss) Per Common Share:
Primary -
Continuing Operations $.48 $.34
Discontinued Operations - (.03)
---- -----
Net Income $.48 $.31
==== =====
Fully Diluted -
Continuing Operations(3) $.47 $.34
Discontinued Operations - (.03)
---- -----
Net Income $.47 $.31
==== =====
Shares Utilized in Computation of
Net Income Per Common Share:
Primary 116,187,000 114,425,000
Fully Diluted 132,934,000(3) 114,425,000
</TABLE>
(1) The 1994 amounts have been restated to reflect the classification of
the company's Petroleum & Industrial Equipment business as a
discontinued operation.
(2) The 1994 amount has been revised to include the operations of the
company's former Electrical Power Equipment segment.
(3) Assumes conversion of the 7.05% Convertible Subordinated Debentures to
Common stock, effective January 1, 1995. As a result, interest on the
debentures ($7.3 million, net of tax) was added back to net income in
the computation of fully diluted earnings per share.
# # #
