<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
OHIO 31-4156620
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
------------------------
SUITE 4000, FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 739-5400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DIANE KOSMACH SCHUMACHER
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
SUITE 4000, FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 739-5400
(713) 739-5886 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
<TABLE>
<S> <C>
C. MICHAEL HARRINGTON WILLIAM P. ROGERS, JR.
VINSON & ELKINS L.L.P. CRAVATH, SWAINE & MOORE
SUITE 2300, FIRST CITY TOWER WORLDWIDE PLAZA
1001 FANNIN 825 EIGHTH AVENUE
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10019
(713) 758-2148 (212) 474-1000
(713) 758-2346 (FAX)
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS
OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER UNIT** PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities.... $300,000,000** 100% $300,000,000 $60,000
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</TABLE>
* Estimated solely for purposes of calculating the registration fee.
** Plus an additional amount of Debt Securities issued with an original issue
discount such that the aggregate initial offering price of all Debt
Securities will not exceed $300,000,000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION
DATED JANUARY 9, 1996
PROSPECTUS
COOPER INDUSTRIES, INC.
DEBT SECURITIES
Cooper Industries, Inc. (the "Company") intends to issue, from time to
time, debt securities ("Debt Securities") from which the Company will receive up
to an aggregate of $300,000,000 in proceeds. The Debt Securities may be issued
in one or more series with the same or various maturities, at par, at a premium
or with an original issue discount. Each series of Debt Securities will be
offered on terms to be determined at the time of sale. When a particular series
of Debt Securities is offered (the "Offered Debt Securities"), a supplement to
this Prospectus (the "Prospectus Supplement") will be delivered with this
Prospectus setting forth with respect to such Offered Debt Securities: the
designation and principal amount offered; the rate and time of payment of
interest, if any; the authorized denominations; the maturity or maturities; the
terms for a sinking, purchase or analogous fund, if any; the terms for
redemption or early repayment, if any; the purchase price and the other specific
terms of the Offered Debt Securities and of the offering; and any listing on a
securities exchange.
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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. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Debt Securities may be sold (i) through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate;
(ii) through agents or dealers designated from time to time; or (iii) directly
to purchasers. The names of any underwriters or agents of the Company involved
in the sale of the Debt Securities in respect of which this Prospectus is being
delivered and any applicable commissions or discounts are set forth in the
Prospectus Supplement. The net proceeds to the Company from such sale are also
set forth in the Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for any such underwriters and agents.
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's
Regional Offices at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material also can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 at prescribed rates. In addition, material filed by the
Company can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments or supplements thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities to be issued under this Prospectus. This
Prospectus omits certain of the information contained in the Registration
Statement and the exhibits and schedules thereto in accordance with the rules
and regulations of the Commission. For further information regarding the Company
and the Debt Securities offered hereby, reference is made to the Registration
Statement and the exhibits and schedules filed therewith, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549 and copies of which may be obtained from the
Commission at prescribed rates. Statements contained in this Prospectus as to
the contents of any contract or other document referred to herein are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act and are incorporated herein by reference and made a
part of this Prospectus: (i) Annual Report on Form 10-K for the fiscal year
ended December 31, 1994; (ii) Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994; (iii) Proxy Statement dated March 17, 1995 for the 1995
Annual Meeting of Shareholders; (iv) Current Report on Form 8-K dated April 28,
1995; (v) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
dated May 12, 1995; (vi) Current Report on Form 8-K dated July 14, 1995; (vii)
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 dated August
14, 1995; and (viii) Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995 dated November 13, 1995.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Debt Securities hereunder shall be deemed to be incorporated herein by
reference and shall be a part hereof from the date of the filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to the principal executive office of
Cooper Industries, Inc., Suite 4000, First City Tower, 1001 Fannin, Houston,
Texas 77002, Attention: Corporate Secretary, telephone number (713) 739-5400.
2
<PAGE> 4
THE COMPANY
The Company, which was incorporated in Ohio in 1919, is a diversified,
worldwide manufacturing company doing business in three primary business
segments: Electrical Products, Automotive Products and Tools & Hardware. The
Company has over 125 manufacturing facilities and approximately 39,700 employees
in the United States and more than 23 foreign countries.
ELECTRICAL PRODUCTS SEGMENT
The Electrical Products segment manufactures and markets electrical and
circuit protection 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-Safe(TM), Halo(R) and Metalux(R) lighting
fixtures; Kyle(R) distribution switchgear and McGraw-Edison(TM) and RTE(R) power
and distribution transformers and related products.
AUTOMOTIVE PRODUCTS SEGMENT
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),
Lee(TM), 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.
TOOLS & HARDWARE SEGMENT
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), DGD(TM) and Dotco(R) power tools;
and Kirsch(R) drapery hardware and custom window coverings.
RECENT DEVELOPMENTS
On June 30, 1995 the Company distributed 85.5 percent (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 the Company's 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 the Company's common
stock tendered, up to a maximum of 9,500,000 shares of the Company's common
stock. The Company retained 14.5 percent (3,625,000 shares) of the common stock
of Cooper Cameron. Cooper Cameron was incorporated in Delaware on November 10,
1994. 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.
In December 1995, the Company issued $222.75 million of 6.0% Exchangeable
Notes due January 1, 1999 ("DECS"). At maturity, the DECS are mandatorily
exchangeable into shares of Wyman-Gordon Company common stock or, at the
Company's option, cash in lieu of shares. The number of shares or the amount of
cash will be based on the average market value of Wyman-Gordon common stock on
the 20 trading days prior to maturity (the "WGC Maturity Price"). If the WGC
Maturity Price is greater than or equal to $15.66 per share, the DECS will be
exchangeable at maturity into 14.2 million shares of Wyman-Gordon common stock.
If the WGC Maturity Price is less than or equal to $13.50 per share, the DECS
will be exchangeable at maturity into 16.5 million shares of Wyman-Gordon common
stock. If the WGC Maturity
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<PAGE> 5
Price is between $13.50 and $15.66 per share, the DECS will be exchangeable for
number of shares of Wyman-Gordon common stock between 14.2 million and 16.5
million, based on an exchange ratio. If the DECS are redeemed for cash, the
amount of cash will be equal to the number of Wyman-Gordon shares exchangeable
under the terms of the DECS times the WGC Maturity Price. The Company presently
owns 16.5 million shares of Wyman-Gordon common stock, which were received by
the Company in 1994 in connection with the sale of its Cameron Forged Products
Company to Wyman-Gordon.
On December 31, 1995, the Company acquired from Asea Brown Boveri AG its
explosion-proof products and emergency and security lighting products
operations. The purchase price of DEM 235 million (or approximately $163 million
based on an exchange rate of 1.4391 Deutsche Marks per U.S. Dollar) was paid on
January 5, 1996. The acquisition will be accounted for using the purchase method
of accounting.
The Company's principal executive offices are located at 1001 Fannin, Suite
4000, Houston, Texas 77002 (Telephone: (713) 739-5400).
For additional information with respect to the Company, see the documents
specified under "Incorporation of Certain Documents by Reference."
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Debt Securities will
be used to reduce short-term and other indebtedness, to finance the Company's
operations and for other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the five years ended December 31, 1994 and for the nine-month
periods ended September 30, 1995 and September 30, 1994. 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.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
- -------------------------- ----------------------------------------
1995(1)(2)(3) 1994(1) 1994(1) 1993(1) 1992(1) 1991 1990
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<S> <C> <C> <C> <C> <C> <C>
3.8x 6.4x 6.4x 6.0x 4.6x 3.8x 3.4x
</TABLE>
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(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) Effective January 1, 1995, the Company exchanged its outstanding $1.60
Convertible Exchangeable Preferred stock for $691.2 million of 7.05%
Convertible Subordinated Debentures due 2015. The exchange increased after
tax cash flows by approximately $20 million annually, but also increased
interest expense included in fixed charges by approximately $49 million
annually, resulting in a significant reduction in the ratio of earnings to
fixed charges.
DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions do not apply to such Offered
Debt Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
4
<PAGE> 6
The Debt Securities are to be issued under an Indenture, dated as of
January 15, 1990, as amended by the Trust Indenture Reform Act of 1990 (as so
amended, the "Indenture"), between the Company and The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"), a form of which Indenture is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part. The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture, including the definitions
therein of certain terms. Whenever particular provisions or defined terms of the
Indenture are referred to in this Prospectus or the Prospectus Supplement, such
provisions or defined terms are incorporated herein by reference.
GENERAL
The Debt Securities will be unsecured obligations of the Company and will
rank pari passu with all other unsecured and unsubordinated debt of the Company,
unless the Company is required to secure the Debt Securities pursuant to the
covenant described below under "Covenants -- Limitations on Secured
Indebtedness." The Indenture does not limit the aggregate principal amount of
Debt Securities which may be issued thereunder.
The Debt Securities may be issued in one or more series with the same or
various maturities at par, at a premium or at a discount. Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates ("Original Issue Discount Securities") will be sold at a discount
(which may be substantial) below their stated principal amount. Federal income
tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the Pricing Supplement
relating thereto.
Unless otherwise set forth in the Prospectus Supplement, the Debt
Securities will not contain any provisions which may afford holders of the Debt
Securities protection in the event of a change in control of the Company or in
the event of a highly leveraged transaction (whether or not such transaction
results in a change in control of the Company).
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, when
applicable, of the Offered Debt Securities: (i) the designation, aggregate
principal amount and authorized denominations of the Offered Debt Securities:
(ii) the percentage of their principal amount at which such Offered Debt
Securities will be issued; (iii) the date or dates on which the Offered Debt
Securities will mature; (iv) the rate or rates (which may fixed or variable) per
annum at which the Offered Debt Securities will bear interest, if any, or the
method of determining such rate or rates; (v) the date or dates from which such
interest, if any, will accrue and the times at which such interest will be
payable; (vi) provisions for a sinking, purchase or other analogous fund, if
any; (vii) if applicable, the date after which and the price or prices at which
the Offered Debt Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed at the option of the Company or the holder
thereof; (viii) the principal amount of the Offered Debt Securities which are
Original Issue Discount Securities payable upon declaration of acceleration of
the maturity of the Offered Debt Securities; (ix) any modifications of the
Events of Default, covenants of the Company or defeasance provisions contained
in the Indenture pertaining to the Offered Debt Securities; and (x) any other
terms of the Offered Debt Securities. Unless otherwise indicated in the
Prospectus Supplement relating thereto, principal of and premium, if any, and
interest, if any, on the Debt Securities initially will be payable and the Debt
Securities will be exchangeable and transfers thereof will be registrable,
subject to the limitations provided in the Indenture, at the office of the
Trustee in New York, New York, provided that, at the option of the Company,
payment of interest may be made by check mailed to the address of the person
entitled thereto as it appears on the register of holders of Debt Securities.
(Sections 2.05, 5.02, and Debt Securities)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form without
coupons in denominations of $1,000 or any integral multiple thereof. (Section
2.03) No service charge will be made for any transfer or exchange of such
Offered Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Section 2.05)
5
<PAGE> 7
COVENANTS
The Indenture contains the covenants generally summarized below, which
unless otherwise indicated in the Prospectus Supplement are applicable so long
as any of the Debt Securities are outstanding. If indicated in the Prospectus
Supplement, any of the following covenants may be deleted or modified from that
summarized below and additional covenants may be included with respect to the
Debt Securities offered by such Prospectus Supplement.
Limitations on Secured Indebtedness. Neither the Company nor any Restricted
Subsidiary (as defined below) will create, assume, guarantee, or incur any
Secured Indebtedness (as defined below), unless immediately thereafter the
aggregate amount of all Secured Indebtedness (exclusive of certain types of
permitted Secured Indebtedness generally described below), together with the
discounted present value of all rentals (not otherwise excluded from the
limitations on Sale and Leaseback Transactions (as defined below) as described
under "Covenants -- Limitations on Sale and Leaseback Transactions") due in
respect of Sale and Leaseback Transactions would not exceed ten percent (10%) of
Shareholders' Equity (as defined below). However, this limitation does not apply
to Secured Indebtedness in respect of: (a) any Lien (as defined below) on
property as to which the Debt Securities are equally and ratably secured with
(or, at the option of the Company, prior to) such Secured Indebtedness, (b)
Liens on property (including shares or Indebtedness) which is not a Principal
Property (as defined below), (c) Liens on property (including shares or
Indebtedness) of any corporation existing at the time such corporation becomes a
Restricted Subsidiary, (d) Liens on property (including shares or Indebtedness)
existing at the time of acquisition of such property by the Company or a
Restricted Subsidiary, (e) Liens to secure the payment of all or any part of the
purchase price of property (including shares or Indebtedness) created upon the
acquisition of such property by the Company or a Restricted Subsidiary, and
Liens to secure any Secured Indebtedness incurred by the Company or a Restricted
Subsidiary, and Liens to secure any Secured Indebtedness incurred by the Company
or a Restricted Subsidiary prior to, at the time of, or within one (1) year
after the later of the acquisition, the completion of construction (including
any improvements, alterations or repairs to existing property) or the
commencement of commercial operation of such property, which Secured
Indebtedness is incurred for the purpose of financing all or any part of the
purchase price thereof or construction of improvements, alterations or repairs
thereon, (f) Liens securing Secured Indebtedness of any Restricted Subsidiary
owing to the Company or to another Restricted Subsidiary, (g) Liens on property
of a corporation existing at the time such corporation is merged or consolidated
with the Company or a Restricted Subsidiary or at the time of a sale, lease or
other disposition of the properties of a corporation as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary, (h)
Liens on property of the Company or a Restricted Subsidiary in favor of
governmental authorities or any trustee or mortgagee acting on behalf, or for
the benefit, of any such governmental authorities to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any
Indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
Liens, and any other Liens incurred or assumed in connection with the issuance
of industrial revenue bonds or private activity bonds the interest of which is
exempt from Federal income taxation pursuant to Section 103(b) of the Internal
Revenue Code of 1986, as amended, (i) Liens existing on the first date on which
a Debt Security is authenticated by the Trustee under the Indenture, and (j) any
extension, renewal or replacement of any Lien referred to in clauses (a) through
(i) of this paragraph. (Section 5.05)
Limitations on Sale and Leaseback Transactions. Neither the Company nor any
Restricted Subsidiary may enter into any Sale and Leaseback Transaction (as
defined below) covering any Principal Property of the Company or any Restricted
Subsidiary unless (A) immediately thereafter the sum of (i) the discounted
present value of all rentals (determined in accordance with a method of
discounting which is consistent with generally accepted accounting principles)
due pursuant to the proposed Sale and Leaseback Transaction and all Sale and
Leaseback Transactions entered into after the first date on which a Debt
Security is authenticated by the Trustee under the Indenture (except any Sale
and Leaseback Transaction of a Restricted Subsidiary entered into prior to the
time such Restricted Subsidiary became a Restricted Subsidiary or entered into
by a corporation prior to the time such corporation merged or consolidated with
the Company or a Restricted Subsidiary or prior to the time of a sale, lease or
other disposition of the properties of such corporation as an
6
<PAGE> 8
entirety or substantially as an entirety to the Company or a Restricted
Subsidiary) and (ii) the aggregate amount of all Secured Indebtedness (exclusive
of Secured Indebtedness permitted by clauses (a) through (j) of the second
sentence under "Limitation on Secured Indebtedness" above) does not exceed ten
percent (10%) of Shareholders' Equity or (B) an amount equal to the greater of
(i) the net proceeds of the sale of property leased pursuant to the Sale and
Leaseback Transaction or (ii) the fair market value of the property so leased
(in the case of clause (i) or (ii), after repayment of, or otherwise taking into
account, as the case may be, the amount of any Secured Indebtedness secured by a
Lien encumbering such property which Secured Indebtedness existed immediately
prior to such Sale and Leaseback Transaction), is applied within one (1) year to
the retirement of Funded Debt (as defined below). There is excluded from such
limitation any Sale and Leaseback Transaction (x) entered into in connection
with the issuance of industrial revenue or private activity bonds the interest
of which is exempt from Federal income taxation pursuant to Section 103(b) of
the Internal Revenue Code of 1986, as amended and (y) if the Company or a
Restricted Subsidiary applies an amount equal to the net proceeds (after
repayment of any Secured Indebtedness encumbering such Principal Property which
Secured Indebtedness existed immediately before such Sale and Leaseback
Transaction) of the sale or transfer of the Principal Property leased pursuant
to such Sale and Leaseback Transaction to investment in another Principal
Property within one (1) year prior or subsequent to such sale or transfer.
(Section 5.06)
Limitations on Merger, Consolidation and Certain Sales of Assets. The
Company will not merge into or consolidate with or convey or transfer its
properties substantially as an entirety to, any person unless (a) the successor
corporation is a corporation organized and existing under the laws of the United
States of America or any State or the District of Columbia, (b) the successor
corporation assumes on the same terms and conditions the Debt Securities and (c)
there is no Event of Default under the Indenture. (Section 12.01)
Certain Definitions. The following summarize the definitions of the terms
set forth below. (Section 1.01)
"Board of Directors" means the Board of Directors of the Company or any
committee of such Board or any committee of officers of the Company duly
authorized by the Board of Directors to take any action under the Indenture.
"Funded Debt" means (a) any Indebtedness maturing by its terms more than
one (1) year from the date of the issuance thereof, including any Indebtedness
renewable or extendible at the option of the obligor to a date later than one
(1) year from the date of the original issuance thereof, excluding any portion
of Indebtedness which is included in current liabilities and (b) any
Indebtedness which may be payable from the proceeds of Funded Debt as defined in
clause (a) hereof pursuant to the terms of such Funded Debt.
"Indebtedness" means with respect to any corporation all indebtedness for
money borrowed which is created, assumed, incurred or guaranteed in any manner
by such corporation or for which such corporation is otherwise responsible or
liable.
"Lien" means any mortgage, pledge, security interest, lien, charge or other
encumbrance.
"Principal Property" means (A) any manufacturing plant located in the
continental United States, or manufacturing equipment located in any such
manufacturing plant (together with the land on which such plant is erected and
fixtures comprising a part thereof), owned or leased on the first date on which
a Debt Security is authenticated by the Trustee under the Indenture, or
thereafter acquired or leased by the Company or any Restricted Subsidiary, other
than (i) any property which the Board of Directors determines is not of material
importance to the total business conducted, or assets owned, by the Company and
its Subsidiaries as an entirety or (ii) any portion of any such property which
the Board of Directors determines not to be of material importance to the use or
operation of such property and (B) any shares or Indebtedness issued by any
Restricted Subsidiary. Manufacturing plant does not include any plant in which
the aggregate interest of the Company and its Restricted Subsidiaries does not
exceed fifty percent (50%). Manufacturing equipment means manufacturing
equipment in such manufacturing plants used directly in the production of the
Company's or any Restricted Subsidiary's products and does not include office
equipment, computer equipment, rolling stock and other equipment not directly
used in the production of the Company's or any Restricted Subsidiary's products.
7
<PAGE> 9
"Restricted Subsidiary" means any Subsidiary substantially all the property
of which is located in the continental United States, other than (i) a
Subsidiary primarily engaged in financing, including, without limitation,
lending on the security of, purchasing or discounting (with or without recourse)
receivables, leases, obligations or other claims arising from or in connection
with the purchase or sale of products or services; (ii) a Subsidiary primarily
engaged in leasing or insurance; or (iii) a Subsidiary primarily engaged in
financing the Company's operations outside the continental United States.
"Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property of the Company or any Restricted Subsidiary whether such
property is now owned or hereafter acquired (except for leases for a term of not
more than three (3) years, except for leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries and except for leases
of property executed prior to, at the time of, or within one (1) year after the
later of, the acquisition, the completion of construction, including any
improvements or alterations on real property, or the commencement of commercial
operation of such property), which Principal Property has been or is to be sold
or transferred by the Company or such Restricted Subsidiary to such person.
"Secured Indebtedness" of any corporation means Indebtedness secured by any
Lien upon property (including shares or Indebtedness issued by any Restricted
Subsidiary) owned by the Company or any Restricted Subsidiary.
"Shareholders' Equity" means the total assets calculated from a
consolidated balance sheet of the Company, prepared in accordance with generally
accepted accounting principles, less total liabilities shown on such balance
sheet.
"Subsidiary" means any corporation a majority of the voting shares of which
are at the time owned or controlled, directly or indirectly, by the Company or
by one or more Subsidiaries, or by the Company and one or more Subsidiaries and
which is consolidated in the Company's latest consolidated financial statements
filed with the Securities and Exchange Commission or provided generally to the
Company's shareholders.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (i) default for thirty (30) days in payment of
any interest installment when due; (ii) default in payment of principal of, or
premium, if any, on any of the Debt Securities of such series when due at its
stated maturity, when called for redemption, by declaration or otherwise; (iii)
default in the making of any payment for a sinking, purchase or analogous fund
provided for in respect of such series and continuance of such default for a
period of thirty (30) days; (iv) default in the performance of any other
covenant in the Indenture with respect to Debt Securities of such series for
ninety (90) days after notice to the Company by the Trustee or by holders of
twenty-five percent (25%) in principal amount of the outstanding Debt Securities
of such series; and (v) certain events of bankruptcy, insolvency and
reorganization. Notwithstanding the foregoing, if indicated in the Prospectus
Supplement relating to a series of Debt Securities, any of the foregoing Events
of Default may be deleted or modified from that summarized above and additional
Events of Default may be included with respect to such Debt Securities. Except
as otherwise indicated in the Prospectus Supplement, no Event of Default with
respect to a single series of Debt Securities constitutes an Event of Default
with respect to any other series of Debt Securities. If an Event of Default
described above occurs and is continuing with respect to any series, either the
Trustee or the holders of not less than twenty-five percent (25%) in aggregate
principal amount of the Debt Securities of such series then outstanding (voting
separately as a series unless otherwise indicated in the Prospectus Supplement)
may declare the principal (or, in the case of Original Issue Discount
Securities, the portion thereof specified in the terms thereof) of all
outstanding Debt Securities of such series and the interest accrued thereon, if
any, to be due and payable immediately. (Section 7.01)
In certain cases, the holders of a majority in principal amount of the
outstanding Debt Securities of a series may on behalf of the holders of all Debt
Securities of such series waive any past default or Event of Default with
respect to the Debt Securities of such series or compliance with certain
provisions of the
8
<PAGE> 10
Indenture, except, among other things, a default not theretofore cured in
payment of the principal of, or premium, if any, or interest, if any, on any of
the Debt Securities of such series. (Sections 5.07 and 7.07)
The Indenture provides that the Trustee will, within ninety (90) days after
the occurrence of a default with respect to the Debt Securities of such series,
give to the holders of the Debt Securities of such series notice of all uncured
and unwaived defaults known to it; provided that, except in the case of default
in the payment of principal of, or premium, if any, or interest, if any, on, any
of the Debt Securities of such series, the Trustee will be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interest of the holders of the Debt Securities of such
series. The term "default" for the purpose of this provision means the happening
of any of the Events of Default specified above (and as reflected or modified in
the relevant Prospectus Supplement), except that any grace period or notice
requirement is eliminated. (Section 7.08) The Indenture contains provisions
entitling the Trustee, subject to the duty of the Trustee during an Event of
Default to act with the required standard of care, to be indemnified by the
holders of Debt Securities before proceeding to exercise any right or power
under the Indenture at the request of holders of the Debt Securities. (Section
8.02) The Indenture provides that subject to the provisions of the Indenture the
holders of a majority in principal amount of the outstanding Debt Securities of
any series may direct the time, method and place of conducting proceedings for
remedies available to the Trustee exercising any trust or power conferred on the
Trustee in respect of such series. (Section 7.07) The Indenture includes a
covenant that the Company will file annually with the Trustee a certificate of
no default or specifying any default that exists. (Section 5.08)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may, without the
consent of any holders of Debt Securities, enter into supplemental indentures
for the purposes, among other things, of adding to the Company's covenants,
adding additional Events of Default, establishing the form or terms of Debt
Securities, curing ambiguities or inconsistencies in the Indenture or making
such other provisions in regard to matters or questions arising under the
Indenture if such action shall not adversely affect the interests of the holders
of any affected series of Debt Securities. (Section 11.01)
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in principal amount of
the outstanding Debt Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or the Debt Securities of a series or
modifying any of the rights of the holders of the Debt Securities of such series
to be affected, except that no supplemental indenture may, without the consent
of the holder of each Debt Security affected, among other things, change the
fixed maturity (which term for these purposes does not include payments due
pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, or reduce the aforesaid percentage of Debt Securities of any series the
consent of the holders of which is required for any such supplemental indenture.
(Section 11.02)
DEFEASANCE
Unless otherwise provided in the Prospectus Supplement with respect to any
series of Debt Securities, the Company, at its option, (a) will be discharged
from any and all obligations in respect of such Debt Securities (except in each
case for certain obligations to register the transfer or exchange of such Debt
Securities, replace stolen, lost or mutilated Debt Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need not comply with
certain restrictive covenants of the Indenture (including those described under
"Covenants") and will not be limited by any restrictions with respect to merger,
consolidation or sales of assets, in each case if the Company deposits with the
Trustee, in trust, (x) money, (y) United States Government Obligations or (z)
Eligible Obligations or any combination of (x), (y) and (z) which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money in an amount sufficient to pay all the principal (including
any mandatory sinking fund payments) of, and interest, if any, and premium, if
any, on, such Debt Securities on the dates such payments are due in accordance
with the
9
<PAGE> 11
terms of such series. In order to avail itself of either of the foregoing
options, the Company must provide to the Trustee an opinion of counsel or a
ruling from, or published by, the Internal Revenue Service, to the effect that
holders of the Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of the Company's exercise of
its option and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such option
had not been exercised. (Section 13.02) "U.S. Government Obligations" means
generally (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case are not callable or redeemable at the option of
the issuer thereof. "Eligible Obligations" means obligations as a result of the
deposit of which the relevant series of Debt Securities is rated in the highest
generic long-term debt rating category assigned to legally defeased debt by one
or more nationally recognized rating agencies. (Section 1.01) In addition, the
Company can also obtain a discharge under the Indenture with respect to all the
Debt Securities of a series by depositing with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Debt Securities of
such series provided that all of the Debt Securities of such series are by their
terms to become due and payable within one (1) year or are to be called for
redemption within one (1) year. No opinion of counsel or ruling from the
Internal Revenue Service is required with respect to a discharge pursuant to the
immediately preceding sentence.
In the event of any discharge of Debt Securities pursuant to the terms of
the Indenture described above, the holders of such Debt Securities will
thereafter be able to look solely to such trust fund, and not to the Company,
for payments of principal, premium, if any, and interest, if any.
THE TRUSTEE
The Chase Manhattan Bank (National Association) is the Trustee under the
Indenture. The Trustee performs certain services for, and transacts other
banking business with (including the extension of credit), the Company from time
to time in the normal course of business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in one or more following ways: (i)
through underwriters or dealers; (ii) through agents; or (iii) directly to
purchasers. Any such underwriter, dealer or agent may be deemed to be an
underwriter within the meaning of the Securities Act. The Prospectus Supplement
with respect to the Offered Debt Securities will set forth the terms of the
Offered Debt Securities, including the name or names of any underwriters, the
purchase price and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers, and any securities exchanges on which the Debt Securities of
such series may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale, which may be
changed, or at market prices prevailing at the time of sale, or at negotiated
prices. The Debt Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase Offered Debt Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all the Offered Debt Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Company to such
10
<PAGE> 12
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commissions payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for, the Company in the ordinary course of business.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement relating to the
Offered Debt Securities, the validity of the Offered Debt Securities will be
passed upon for the Company by Vinson & Elkins L.L.P., First City Tower,
Houston, Texas 77002, and for any underwriters or agents, as the case may be, by
Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York
10019.
EXPERTS
The consolidated financial statements of the Company 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 are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 60,000
Legal fees................................................................ $ 50,000
Printing and engraving.................................................... $ 25,000
Accountants' fees......................................................... $ 15,000
Rating Agency fees........................................................ $ 90,000
Blue Sky fees and expenses................................................ $ 10,000
Trustee's fees............................................................ $ 7,000
Miscellaneous expenses.................................................... $ 3,000
--------
Total........................................................... $260,000
========
</TABLE>
- ---------------
* All amounts are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13 of the Ohio General Corporation Law contains detailed
provisions for indemnification of directors and officers of Ohio corporations
against expenses, judgments, fines and settlements in connection with
litigation.
The Registrant's Articles of Incorporation and its Directors' and Officers'
Liability Insurance Policy provides for indemnification and insurance,
respectively, of the directors and officers of the Registrant against certain
liabilities.
In addition, on February 17, 1987, the Board of Directors authorized the
Registrant 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 capacity as a
director or officer of the Registrant.
Agreements which may be entered into by the Registrant, underwriters,
dealers and agents who participate in the distribution of Debt Securities may
provide for the indemnification of the Registrant, its controlling persons, its
directors and certain of its officers by any agents, dealers or underwriters, as
the case may be, against certain liabilities, including liabilities under the
Securities Act of 1933.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
*1.1 -- Underwriting or Purchase Agreement.
4.1 -- Form of Indenture dated as of January 15, 1990 between the Registrant
and The Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4(a) to Registration Statement
No. 33-33011).
*4.2 -- Form of Debt Securities.
5.1 -- Opinion of Vinson & Elkins L.L.P.
</TABLE>
II-1
<PAGE> 14
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
12.1 -- Calculation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Quarterly Report for the
quarter ended September 30, 1995).
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page II-4).
25.1 -- Statement of Eligibility and Qualification on Form T-1 of The Chase
Manhattan Bank (National Association).
</TABLE>
- ---------------
* The Company will file any underwriting or purchase agreement and the form of
any Debt Securities not previously filed in a Current Report on Form 8-K.
ITEM 17. 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.
The undersigned Registrant hereby further undertakes 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 section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
II-2
<PAGE> 15
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 provisions of the Ohio General Corporation Law or the
Registrant's Articles of Incorporation, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such 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.
II-3
<PAGE> 16
SIGNATURES
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 on Form S-3 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 January 9, 1996.
COOPER INDUSTRIES, INC.
By /s/ H. JOHN RILEY, JR.
------------------------------------
H. John Riley, Jr.
President and Chief Executive
Officer
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. Each person whose signature appears below
hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of them,
with full power of substitution, to execute in the name and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<S> <C> <C>
/s/ ROBERT CIZIK Director and Chairman December 29, 1995
- --------------------------------------------- of the Board
Robert Cizik
/s/ H. JOHN RILEY, JR. Director, President and December 29, 1995
- --------------------------------------------- Chief Executive Officer
H. John Riley, Jr.
/s/ D. BRADLEY MCWILLIAMS Senior Vice President, December 29, 1995
- --------------------------------------------- Finance (Chief Financial
D. Bradley McWilliams Officer)
/s/ TERRY A. KLEBE Vice President and December 29, 1995
- --------------------------------------------- Controller (Chief Accounting
Terry A. Klebe Officer)
Director December , 1995
- ---------------------------------------------
Warren L. Batts
/s/ CLIFFORD J. GRUM Director December 29, 1995
- ---------------------------------------------
Clifford J. Grum
/s/ LINDA A. HILL Director December 29, 1995
- ---------------------------------------------
Linda A. Hill
Director December , 1995
- ---------------------------------------------
Harold S. Hook
</TABLE>
II-4
<PAGE> 17
<TABLE>
<S> <C> <C>
Director December , 1995
- ---------------------------------------------
Constantine S. Nicandros
/s/ FRANK A. OLSON Director December 29, 1995
- ---------------------------------------------
Frank A. Olson
/s/ JOHN D. ONG Director December 29, 1995
- ---------------------------------------------
John D. Ong
/s/ SIR RALPH H. ROBINS Director December 29, 1995
- ---------------------------------------------
Sir Ralph H. Robins
Director December , 1995
- ---------------------------------------------
A. Thomas Young
</TABLE>
II-5
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
*1.1 -- Underwriting or Purchase Agreement.
4.1 -- Form of Indenture dated as of January 15, 1990 between the Registrant
and The Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4(a) to Registration Statement
No. 33-33011).
*4.2 -- Form of Debt Securities.
5.1 -- Opinion of Vinson & Elkins L.L.P.
12.1 -- Calculation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Quarterly Report for the
quarter ended September 30, 1995).
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page II-4).
25.1 -- Statement of Eligibility and Qualification on Form T-1 of The Chase
Manhattan Bank (National Association).
</TABLE>
- ---------------
* The Company will file any underwriting or purchase agreement and the form of
any Debt Securities not previously filed in a Current Report on Form 8-K.
<PAGE> 1
[VINSON & ELKINS LETTERHEAD]
EXHIBIT 5.1
(713) 758-2148(713) 615-5306
January 8, 1996
Cooper Industries, Inc.
4000 First City Tower
1001 Fannin Street
Houston, Texas 77002
Gentlemen:
We have acted as your counsel in connection with your proposed
offering, issuance and sale of debt securities (the "Debt Securities") having
an aggregate initial offering price of up to $300,000,000 to be issued from
time to time under an indenture dated as of January 15, 1990, as amended by the
Trust Indenture Reform Act of 1990 (as so amended, the "Indenture"), between
you and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee"), such Debt Securities to bear interest, if any, at such rates and to
be payable at such times, to have such redemption provisions, if any, and to
mature at such times and otherwise to have such terms as may be determined from
time to time as contemplated by the Prospectus included as part of your
registration statement on Form S-3 (the "Registration Statement") with respect
to the Debt Securities, which is being filed herewith with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
For the purpose of this opinion, we have examined such corporate
records and other documents and have reviewed such questions of law as we
considered necessary or appropriate for the purpose of this opinion.
Based on our examination and review, we hereby advise you that, in our
opinion, when the Registration Statement has become effective under the
Securities Act of 1933, as amended, and all necessary proceedings have been
taken by your Board of Directors or such committee as may have been duly
authorized by the Board of Directors with respect thereto in connection with
the authorization, issuance and sale of the Debt Securities and related
matters, the Debt Securities, when duly executed on your behalf and
authenticated by the Trustee and issued and delivered pursuant to the Indenture
against payment to you of the authorized consideration therefor, will be duly
authorized and validly issued and will be binding obligations of yourself
(subject to applicable bankruptcy, reorganization, insolvency, moratorium and
similar laws and judicial decisions relating to or affecting creditors' rights
generally from time to time in effect
<PAGE> 2
Cooper Industries, Inc.
Page 2
January 8, 1996
and the application of equitable principles which are in the discretion of the
courts) provided that the proceeds to the Company from public and private
offerings of all Debt Securities do not exceed $300,000,000.
In rendering this opinion, we assumed that the Debt Securities, when
issued, will not result in a default under or breach of any agreement or
instrument binding upon the Company or contain any term or provision which is
contrary to the law or public policy of any applicable jurisdiction, including,
without limitation, laws limiting or regulating the amount of interest which
may lawfully be charged or collected on the Debt Securities.
We are members of the Texas Bar. This opinion is limited in all
respects to the laws of the State of New York and the State of Texas, the Ohio
General Corporation Law and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/S/ VINSON & ELKINS L.L.P.
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Cooper Industries,
Inc. for the registration of $300,000,000 of debt securities and to the
incorporation by reference therein of our report dated January 23, 1995, with
respect to the consolidated financial statements of Cooper Industries, Inc.,
included as Appendix A to the Cooper Industries, Inc. Proxy Statement for the
Annual Meeting of Shareholders held on April 25, 1995 and incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
January 8, 1996
<PAGE> 1
EXHIBIT 25.1
Securities Act of 1933 File No. ___
(If application to determine eligibility
of trustee for delayed offering pursuant
to Section 305 (b)(2))
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___
----------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
----------------
COOPER INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
OHIO
(State or other jurisdiction of incorporation or organization)
31-4156620
(I.R.S. Employer Identification No.)
SUITE 4000, FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS
(Address of principal executive offices)
77002
(Zip Code)
----------------
DEBT SECURITIES
(Title of the indenture securities)
================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No.
33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect. (See Exhibit T-1 (Item 12),
Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank
(National Association) to exercise corporate trust powers,
both of which documents are still in effect. (See Exhibit
T-1 (Item 12), Registration No. 2-67437.)
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit
T-1 (Item 16) (25.1), Registration No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable.)
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
___________________
1.
<PAGE> 3
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 11th day of December, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
/s/ TIMOTHY E. BURKE
_______________________
By: Timothy E. Burke,
Second Vice President
2.
<PAGE> 4
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1995, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . $ 5,081,000
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,957,000
Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,678,000
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,303,000
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,806,000
Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . 23,000
Loans and lease financing receivable:
Loans and leases, net of unearned income . . . . . . . . . . . $ 55,682,000
LESS: Allowance for loan and lease losses . . . . . . . . . . . 1,112,000
LESS: Allocated transfer risk reserve . . . . . . . . . . . . 0
--------------
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . 54,570,000
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,551,000
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . 1,755,000
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . 30,000
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . 1,091,000
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,344,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,322,000
---------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $97,911,000
===========
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,007,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $ 12,166,000
Interest-bearing . . . . . . . . . . . . . . . . . . . . . 18,841,000
----------
In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . 36,015,000
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . $ 3,258,000
Interest-bearing . . . . . . . . . . . . . . . . . . . . . 32,757,000
----------
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,673,000
Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . 233,000
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . 25,000
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,105,000
Other borrowed money:
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . 2,783,000
With original maturity of more than one year . . . . . . . . . . . . . . . . . . . 395,000
Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . 40,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . 1,100,000
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . 1,960,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,747,000
---------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,083,000
----------
Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,244,000
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . 1,695,000
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . (43,000)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . 11,000
------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,828,000
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97,911,000
============
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
