<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 1995
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
COOPER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-4156620
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1001 Fannin, Suite 4000 77002
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
COOPER INDUSTRIES, INC.
1986 STOCK OPTION PLAN
(Full title of the Plan)
--------------------
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
1001 Fannin, Suite 4000
Houston, Texas 77002
(Name and Address of Agent for Service)
[713] 739-5400
(Telephone Number Including Area Code, of Agent for Service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
Registered(1) Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 600,000 Shs $39.13(2) $23,478,000 $8,096
Par Value
=================================================================================================
</TABLE>
(1) Includes an undeterminable number of additional shares which may
become issuable pursuant to antidilution provisions of the Plan.
(2) Average of high and low prices of such stock on the New York Stock
Exchange on February 17, 1995.
================================================================================
<PAGE> 2
COOPER INDUSTRIES, INC.
COOPER INDUSTRIES, INC.
1986 STOCK OPTION PLAN
Cross Reference Sheet
Pursuant to Rule 404(a)
Form S-8 Item and Heading Caption in Registration Statement
- ------------------------- ---------------------------------
Facing Page
Part I - Information Required in the Not Applicable
Section 10(a) Prospectus
1. Plan Information Not Applicable
2. Registration Information and Not Applicable
Employee Plan Annual Return
Part II - Information Required in
the Registration Statement
3. Incorporation of Documents by Incorporation of Documents by
Reference Reference
4. Description of Securities Description of Securities
5. Interests of Named Experts and Interests of Named Experts and
Counsel Counsel
6. Indemnification of Directors Indemnification of Directors and
and Officers Officers
7. Exemption From Registration Exemption From Registration
Claimed Claimed
8. Exhibits Exhibits
9. Undertakings Undertakings
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission by Cooper Industries, Inc. ("Cooper" or "Company"), are
incorporated herein by reference and made a part hereof: (a) Annual Report on
Form 10-K for the year ended December 31, 1993; (b) Quarterly Report on Form
10-Q for the quarter ended March 31, 1994; (c) Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994; (d) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; (e) Current Report on Form 8-K filed January
27, 1994; (f) Current Report on Form 8-K filed September 19, 1994; and (g)
Current Report on Form 8-K filed November 23, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that securities offered hereunder have been sold or
that deregisters all securities registered hereunder that remain unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of Cooper consists of (i) 250,000,000
shares of common stock par value $5.00 per share ("Cooper Common Stock"), of
which 116,939,115 shares were outstanding on January 31, 1995, (ii) 1,340,750
shares of preferred stock with no par value, issuable in a series ("No Par
Preferred Stock"), of which 800,000 shares have been designated Series A
Participating Preferred Stock, of which no shares are outstanding, (iii)
2,821,079 shares of preferred stock par value $1.00 per share, issuable in a
series ("$1.00 Preferred Stock"), of which no shares are outstanding; (iv)
10,000,000 shares of preferred stock par value $2.00 per share ("$2.00
Preferred Stock"), of which no shares are outstanding. The No Par Preferred
Stock, the $1.00 Preferred Stock and the $2.00 Preferred Stock are hereinafter
referred to as "Cooper Preferred Stock". Terms of each series of Cooper
Preferred Stock may be fixed by the Board of Directors of Cooper within certain
limits set by its Articles of Incorporation.
COOPER COMMON STOCK
Each share of Cooper Common Stock is entitled to one vote. Subject to
rights of holders of outstanding Cooper Preferred Stock, if any, the holders of
Cooper Common Stock are entitled to such dividends as the Board of Directors
may declare out of funds legally available therefor. Upon liquidation, each
share of Cooper Common Stock would be entitled to an equal share of all of the
assets after payment of creditors and the payment of Cooper Preferred Stock and
cumulative unpaid dividends thereon. There are no preemptive rights or
redemption rights or redemption, conversion or sinking
II-1
<PAGE> 4
fund privileges with respect to the Cooper Common Stock. Holders of Cooper
Common Stock are not entitled to cumulative voting in the election of
directors. All outstanding shares are, and the shares of Cooper Common Stock
to be issued upon conversion of the Company's 7.05% Convertible Subordinated
Debentures due 2015 (the "Debentures") will be, fully paid and nonassessable
with no personal liability attached to the ownership thereof. The Company's
Amended Code of Regulations provides that directors are to be divided into
three classes, each class to consist of three or more directors, elected for
terms of three years.
COOPER SHARE PURCHASE RIGHTS PLAN
On February 17, 1987, the Board of Directors of Cooper declared a
dividend distribution of one Right for each outstanding share of Cooper Common
Stock to shareholders of record at the close of business on February 27, 1987.
Rights also have been issued with respect to all shares of Cooper Common Stock
issued after February 27, 1987. Each Right entitles the registered holder to
purchase from Cooper a unit consisting of one two-hundredth of a share (a
"Unit") of Series A Participating Preferred Stock (the "Participating Preferred
Stock"), no par value, at $87.50 per Unit (adjusted for the two-for-one Cooper
Common Stock split effective March 20, 1989), subject to further adjustment
(the "Purchase Price"). The Purchase Price may be paid, at the option of the
holder, in cash or shares of Cooper Common Stock having a value at the time of
exercise equal to the Purchase Price. The description and terms of the Rights
are set forth in the Rights Agreement between Cooper and First Chicago Trust
Company of New York, as Rights Agent.
The Rights are attached to all Cooper Common Stock certificates
representing shares that are outstanding and no separate Rights Certificates
have been distributed. The Rights will separate from the Cooper Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Cooper Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender or exchange offer that would result in a person or
group beneficially owning 30% or more of such outstanding shares of Cooper
Common Stock. The Board of Directors of Cooper has the right to postpone the
Distribution Date. Until the Distribution Date, (i) the Rights will be
evidenced by the Cooper Common Stock certificates, (ii) Cooper Common Stock
certificates issued after February 27, 1987 contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Cooper Common Stock outstanding also will constitute the
transfer of the Rights associated with the Cooper Common Stock represented by
such certificate. Cooper will not be obligated to issue or attach Rights to
shares of Cooper Common Stock issued after a Distribution Date (upon conversion
of the Debentures or otherwise).
The Rights are not exercisable until the Distribution Date and expire
at the close of business on February 27, 1997, unless earlier redeemed by
Cooper as described below.
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<PAGE> 5
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Cooper Common Stock as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Cooper Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date (i)
Cooper is the surviving corporation in a merger with an Acquiring Person and
the Cooper Common Stock is not changed or exchanged, (ii) a person becomes the
beneficial owner of more than 30% of the then outstanding shares of Cooper
Common Stock (except pursuant to an offer for all outstanding shares of Cooper
Common Stock that Cooper's independent directors determine to be fair to and
otherwise in the best interests of Cooper and its shareholders), (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs that results in such Acquiring Person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), each holder of a Right will thereafter have the right to receive, in
lieu of a number of one two-hundredths of a share of Participating Preferred
Stock, upon exercise, Cooper Common Stock (or, in certain circumstances, cash,
property or other securities of Cooper) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of any events set
forth above until such time as the Rights are no longer redeemable by Cooper as
set forth below.
In the event that, at any time following the Stock Acquisition Date,
(i) Cooper is acquired in a merger or other business combination transaction in
which Cooper is not the surviving corporation (other than a merger described in
the preceding paragraph or a merger that follows an offer described in the
preceding paragraph), or (ii) 50% or more of Cooper's assets or earning power
is sold or transferred, each holder of a Right (except Rights that previously
have been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The events set forth in
this paragraph and in the preceding paragraph are referred to as the
"Triggering Events".
The Purchase Price payable, and the number of Units of Participating
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Participating Preferred Stock, (ii) if holders of the
Participating Preferred Stock are granted certain rights or warrants to
subscribe for Participating Preferred Stock, or (iii) upon the distribution to
holders of the Participating Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above). With certain exceptions, no
II-3
<PAGE> 6
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Participating Preferred Stock on the last trading date
prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date, Cooper
may redeem the Rights in whole, but not in part, at a price of $.005 per Right
(adjusted for the two-for-one Cooper Common Stock split effective March 20,
1989). After the redemption period has expired, Cooper's right of redemption
may be reinstated if an Acquiring Person reduces his beneficial ownership to
10% or less of the outstanding shares of Cooper Common Stock in a transaction
or series of transactions not involving Cooper. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.005 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of Cooper, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights was not a
taxable event to shareholders or to Cooper, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable or are exercised for Cooper Common Stock (or other consideration)
of Cooper or for common stock of the acquiring company as set forth below.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of Cooper prior to the Distribution Date, including
provisions regarding redemption of the Rights. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the interest
of holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Cooper
without conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of Cooper since the Board of
Directors may, at its option, at any time prior to the close of business on the
earlier of (i) the tenth day following the Stock Acquisition Date or (ii)
February 27, 1997 redeem all but not less than all the then outstanding Rights
at the redemption price.
The form of Rights Agreement specifying the terms of the Rights is
attached hereto as Exhibits 99.1, 99.2 and 99.3 and is incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such agreement.
II-4
<PAGE> 7
SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS
The Company's Articles of Incorporation contain a fair price provision
that requires a higher percentage of shareholders' vote to approve any Business
Combination (as defined in the Articles of Incorporation) than would otherwise
be required. Pursuant to the fair price provision, any Business Combination
involving a Related Person (defined in the Articles of Incorporation generally
to mean the holders of 20% or more of the Cooper Common Stock outstanding) must
be approved by the holders of at least 80% of the voting power of the Company.
The term "Business Combination" generally includes (i) any merger,
consolidation or share exchange of the Company with a Related Person, (ii) any
sale or other disposition of all or a Substantial Part (defined in the Articles
of Incorporation generally to mean more than 20% of the fair market value of
the Company's total consolidated assets as of its most recent fiscal year end)
of the assets of the Company, to any Related Person, or of the Related Person
to the Company, (iii) the issuance or transfer of any securities of the Company
by the Company to a Related Person (other than on a pro rata basis to all
shareholders of the Company), (iv) any reclassification of securities,
recapitalization or other transaction involving the Company that would increase
the voting power of the Related Person, (v) any plan of liquidation or
dissolution proposed by or on behalf of a Related Person and (vi) any agreement
or arrangement providing for any of the events described above as a Business
Combination.
The special shareholder voting requirement of the fair price provision
is not applicable to a Business Combination if either of the following two
conditions are satisfied: (i) two-thirds of the Continuing Directors (as
defined in the Company's Articles of Incorporation) have approved the Business
Combination, or (ii) certain minimum price or consideration and procedural
requirements are satisfied.
The Company's Articles of Incorporation generally define "Continuing
Directors" to mean a director who either (i) was a member of the Board of
Directors of the Company immediately prior to the time that the Related Person
became a Related Person, or (ii) was designated in the appropriate manner as a
Continuing Director by two-thirds of the then other Continuing Directors.
Amendment of the fair price provision of the Company's Articles of
Incorporation requires the affirmative vote of the holders of at least 80% of
the voting power of the Company, or if such amendment is recommended by
two-thirds of the Continuing Directors, by the vote required by the applicable
provisions of the General Corporation Law of the State of Ohio and the
Company's Articles of Incorporation.
Item 5. Interests of Named Experts and Counsel.
The opinion as to the legality of the securities registered hereunder
is being given by Diane K. Schumacher, Vice President, Administration and
Corporate Secretary of the Company.
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<PAGE> 8
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation. The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.
In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors. The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987. The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of Exhibits filed with this Registration
Statement:
4.1 1986 Stock Option Plan (incorporated herein by reference to
Registration Statement No. 2-33-19574 on Form S-8 filed with
the Commission on January 11, 1988).
5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from certain members of Cooper Industries,
Inc. Board of Directors.
99.1 Rights Agreement dated as of February 17, 1987 between Cooper
Industries, Inc. and First City National Bank of Houston
(incorporated herein by reference to Registration Statement on
Form 8-A filed with the Commission on February 23, 1987).
99.2 Amendment No. 1 to Rights Agreement dated as of August 14,
1989 between Cooper Industries, Inc. and First City National
Bank of Houston.
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<PAGE> 9
99.3 Amendment No. 2 to Rights Agreement dated as of November 16,
1990 between Cooper Industries, Inc. and First Chicago Trust
Company of New York.
Item 9. Undertakings.
"The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
II-7
<PAGE> 10
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 11
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing of Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 23, 1995.
COOPER INDUSTRIES, INC.
By /s/ DIANE K. SCHUMACHER
---------------------------------
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT CIZIK Director, Chairman and Chief February 23, 1995
- ------------------------------ Executive Officer (Principal
Robert Cizik Executive Officer)
/s/ DEWAIN K. CROSS Senior Vice President, Finance February 23, 1995
- ------------------------------ (Principal Financial Officer)
Dewain K. Cross
/s/ JOSEPH D. CHAMBERLAIN Controller, Accounting February 23, 1995
- ------------------------------ (Principal Accounting Officer)
Joseph D. Chamberlain
/s/ H. JOHN RILEY, JR. Director February 23, 1995
- ------------------------------
H. John Riley, Jr.
/s/ WARREN L. BATTS* Director February 23, 1995
- ------------------------------
Warren L. Batts
/s/ HAROLD S. HOOK* Director February 23, 1995
- ------------------------------
Harold S. Hook
/s/ CONSTANTINE S. NICANDROS* Director February 23, 1995
- ------------------------------
Constantine S. Nicandros
/s/ FRANK A. OLSON* Director February 23, 1995
- ------------------------------
Frank A. Olson
/s/ A. THOMAS YOUNG* Director February 23, 1995
- ------------------------------
A. Thomas Young
*By /s/ DIANE K. SCHUMACHER
-------------------------
Diane K. Schumacher
Vice President,
Administration and
Corporate Secretary
</TABLE>
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<PAGE> 12
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 1986 Stock Option Plan (incorporated herein by
reference to Registration Statement No. 2-33-19574
on Form S-8 filed with the Commission on January 11,
1988).
5.1 Opinion of Diane K. Schumacher as to legality of
securities being issued.
23.1 Consent of Diane K. Schumacher (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from certain members of Cooper Industries,
Inc. Board of Directors.
99.1 Rights Agreement dated as of February 17, 1987 between Cooper
Industries, Inc. and First City National Bank of Houston
(incorporated herein by reference to Registration Statement on
Form 8-A filed with the Commission on February 23, 1987).
99.2 Amendment No. 1 to Rights Agreement dated as of August 14, 1989
between Cooper Industries, Inc. and First City National Bank
of Houston.
99.3 Amendment No. 2 to Rights Agreement dated as of November 16,
1990 between Cooper Industries, Inc. and First Chicago Trust
Company of New York.
<PAGE> 1
[COOPER LOGO]
Exhibit 5.1
February 23, 1995
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am Vice President, Administration and Corporate Secretary for Cooper
Industries, Inc., an Ohio corporation (the "Company"), and am familiar with the
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the registration of 600,000 shares
of the Company's Common Stock, $5.00 par value (the "Shares"), issuable
pursuant to the Company's 1986 Stock Option Plan (the "Plan"). I have examined
such certificates, documents and records of the Company and have made such
other investigations as I have deemed necessary in order to render the opinion
hereinafter set forth.
I am of the opinion that Shares issued pursuant to the Plan are duly authorized
and duly reserved for issuance pursuant to the Plan, and, when issued and sold
in accordance with the terms of the Plan, will be legally issued, fully paid
and nonassessable.
I hereby consent to the use of my name in such Registration Statement and also
to the filing of this opinion as an exhibit to such Registration Statement.
Very truly yours,
/s/ DIANE K. SCHUMACHER
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated January 24,
1994 with respect to the financial statements and schedules of Cooper
Industries, Inc. and (b) our consent dated March 30, 1994 with respect to the
related financial statement schedules, incorporated by reference or included in
its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with
the Securities and Exchange Commission.
We also consent to the incorporation by reference of our report dated
January 24, 1994, except for Note 1, as to which the date is September 30,
1994, with respect to the consolidated financial statements of Cooper
Industries, Inc. for the years ended December 31, 1993 and 1992 included in
its Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 23, 1994.
/s/ ERNST & YOUNG LLP
Houston, Texas
February 23, 1995
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
COOPER INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Industries, Inc. (hereinafter referred to as the
"Company"), does hereby constitute and appoint DIANE K. SCHUMACHER and KAREN E.
HERBERT, respectively, and each of them, with full power and substitution, his
true and lawful attorneys and agents (each with authority to act alone), to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents or any of them may deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of Common Stock of the Company, par value $5.00 per share
(the "Stock"), issued or to be issued by the Company upon the exercise of
options granted or to be granted under the Company's 1986 Stock Option Plan;
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned the name
of the undersigned as officer and/or director of the Company to one or more
Registration Statements on Form S-8, as the case may be, or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to the Stock, and to any instrument or
document filed as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose of
so registering or qualifying the Stock or registering or licensing the Company;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 14th day of February, 1995.
/s/ WARREN L. BATTS
------------------------------------
Warren L. Batts
<PAGE> 2
Exhibit 24.1
POWER OF ATTORNEY
COOPER INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Industries, Inc. (hereinafter referred to as the
"Company"), does hereby constitute and appoint DIANE K. SCHUMACHER and KAREN E.
HERBERT, respectively, and each of them, with full power and substitution, his
true and lawful attorneys and agents (each with authority to act alone), to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents or any of them may deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of Common Stock of the Company, par value $5.00 per share
(the "Stock"), issued or to be issued by the Company upon the exercise of
options granted or to be granted under the Company's 1986 Stock Option Plan;
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned the name
of the undersigned as officer and/or director of the Company to one or more
Registration Statements on Form S-8, as the case may be, or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to the Stock, and to any instrument or
document filed as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose of
so registering or qualifying the Stock or registering or licensing the Company;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 14th day of February, 1995.
/s/ HAROLD S. HOOK
----------------------------------
Harold S. Hook
<PAGE> 3
Exhibit 24.1
POWER OF ATTORNEY
COOPER INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Industries, Inc. (hereinafter referred to as the
"Company"), does hereby constitute and appoint DIANE K. SCHUMACHER and KAREN E.
HERBERT, respectively, and each of them, with full power and substitution, his
true and lawful attorneys and agents (each with authority to act alone), to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents or any of them may deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of Common Stock of the Company, par value $5.00 per share
(the "Stock"), issued or to be issued by the Company upon the exercise of
options granted or to be granted under the Company's 1986 Stock Option Plan;
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned the name
of the undersigned as officer and/or director of the Company to one or more
Registration Statements on Form S-8, as the case may be, or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to the Stock, and to any instrument or
document filed as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose of
so registering or qualifying the Stock or registering or licensing the Company;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 14th day of February, 1995.
/s/ CONSTANTINE S. NICANDROS
------------------------------------
Constantine S. Nicandros
<PAGE> 4
Exhibit 24.1
POWER OF ATTORNEY
COOPER INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Industries, Inc. (hereinafter referred to as the
"Company"), does hereby constitute and appoint DIANE K. SCHUMACHER and KAREN E.
HERBERT, respectively, and each of them, with full power and substitution, his
true and lawful attorneys and agents (each with authority to act alone), to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents or any of them may deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of Common Stock of the Company, par value $5.00 per share
(the "Stock"), issued or to be issued by the Company upon the exercise of
options granted or to be granted under the Company's 1986 Stock Option Plan;
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned the name
of the undersigned as officer and/or director of the Company to one or more
Registration Statements on Form S-8, as the case may be, or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to the Stock, and to any instrument or
document filed as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose of
so registering or qualifying the Stock or registering or licensing the Company;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 13th day of February, 1995.
/s/ FRANK A. OLSON
------------------------------------
Frank A. Olson
<PAGE> 5
Exhibit 24.1
POWER OF ATTORNEY
COOPER INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Industries, Inc. (hereinafter referred to as the
"Company"), does hereby constitute and appoint DIANE K. SCHUMACHER and KAREN E.
HERBERT, respectively, and each of them, with full power and substitution, his
true and lawful attorneys and agents (each with authority to act alone), to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents or any of them may deem necessary or advisable: (i) to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
said Securities Act of Common Stock of the Company, par value $5.00 per share
(the "Stock"), issued or to be issued by the Company upon the exercise of
options granted or to be granted under the Company's 1986 Stock Option Plan;
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign for and on behalf of the undersigned the name
of the undersigned as officer and/or director of the Company to one or more
Registration Statements on Form S-8, as the case may be, or to any amendments
thereto (including any post-effective amendments) filed with the Securities and
Exchange Commission with respect to the Stock, and to any instrument or
document filed as part of, as an exhibit to, or in connection with said
Registration Statements or amendments; and (ii) to register or qualify the
Stock for sale and to register or license the Company as a broker or dealer in
the Stock under the securities or Blue Sky laws of all such states as may be
necessary or appropriate to permit the offering and sale as contemplated by
said Registration Statements, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign for and on behalf
of the undersigned the name of the undersigned as officer and/or director of
the Company to any application, statement, petition, prospectus, notice or
other instrument or document, or to any amendment thereto, or to any exhibit
filed as part thereof or in connection therewith, which is required to be
signed by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky laws for the purpose of
so registering or qualifying the Stock or registering or licensing the Company;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 14th day of February, 1995.
/s/ A. THOMAS YOUNG
------------------------------------
A. Thomas Young
<PAGE> 1
Exhibit 99.2
------------
AMENDMENT TO RIGHTS PLAN
------------------------
WHEREAS, the Board of Directors of Cooper Industries, Inc. (the
"Company") adopted a Rights Agreement on February 17, 1987; and
WHEREAS, it is necessary to amend the Rights Agreement as a result of
the two-for-one stock split of the Company's common stock. Section 11(p) of
the Rights Plan is deleted and replaced with the following:
(p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the Distribution Date (i) declare
a dividend on the outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
the Rights associated with each share of Common Stock then outstanding, or
issued or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately prior to such
event shall equal the result obtained by multiplying such number by a fraction
the numerator which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of such event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.
In the event a court having proper jurisdiction determines that this
amendment is not authorized under the Rights Agreement, this Amendment shall be
void and Section 11(p) shall revert to the form originally adopted by the Board
of Directors.
<PAGE> 1
Exhibit 99.3
------------
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
-----------------------------------
WHEREAS, the Board of Directors of Cooper Industries, Inc. (the "Company")
adopted a Rights Agreement on February 27, 1987 and appointed First City,
Texas-Houston, N.A. (formerly First City National Bank of Houston) as Rights
Agent; and
WHEREAS, the Rights Agreement was amended on August 14, 1989 as a result of the
two-for-one stock split of the Company's Common Stock (the Rights Agreement and
amendment referred to as the "Rights Agreement"); and
WHEREAS, effective November 5, 1990 the Board of Directors of the Company has
appointed First Chicago Trust Company of New York as transfer agent and
registrar for its Common Stock and as Rights Agent for the Rights attached to
the Common Stock pursuant to the Rights Agreement; and
WHEREAS, in order to facilitate such change in Rights Agent, it is necessary to
amend Section 21 of the Rights Agreement.
NOW THEREFORE, in accordance with the Company's right under Section 26 to amend
the Rights Agreement, Section 21 of the Rights Agreement is deleted in its
entirety and replaced with the following:
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and
to each transfer agent of the Common Stock and Preferred Stock, by registered
or certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent
upon thirty (30) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock and Preferred Stock, by registered or certified mail, and to the
holders of the Rights Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of thirty (30) days after giving
notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Rights Certificate (who shall, with such notice, submit his
Rights Certificate for inspection by the Company), then any registered holder
of any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States or of the
States of New York or Texas (or of any other state of the United States so long
as such corporation is authorized to do business as a banking institution in
the States of New York or Texas), in good standing, having a principal office
in the States of New York or Texas, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the
-1-
<PAGE> 2
time of its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000 or (b) an affiliate of a corporation described in clause (a)
of this sentence. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it has
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock and the Preferred Stock, and mail a notice thereof in
writing to the registered holders of the Rights Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.
All other terms of the Rights Agreement shall remain in full force and
effect, except that all references to First City, Texas-Houston, N.A. shall now
refer to First Chicago Trust Company of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to
Rights Agreement to be executed on the 6th day of November, 1990 by their
respective officers thereunto duly authorized.
COOPER INDUSTRIES, INC.
By: /s/ DIANE K. SCHUMACHER
-------------------------------------
Title: Corporate Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ JOANNE GOROSTIOLA
------------------------------------
Title: Customer Service Officer
-2-
