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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 24, 1996
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COOPER INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
1-1175 31-4156620
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(Commission File Number) (IRS Employer Identification No.)
1001 Fannin, Suite 4000, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
713/739-5400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
Second Quarter 1996 Results of Operations
On July 24, 1996, the Company issued the press release attached hereto as
Exhibit 99.1 setting forth the Company's results of operations for the calendar
quarter ended June 30, 1996.
Item 7 Financial Statements and Exhibits
Exhibits
99.1 Company Press Release Dated July 24, 1996 Titled
"Cooper Industries Reports Second-Quarter Share Earnings Up
13%".
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER INDUSTRIES, INC.
(Registrant)
Date: July 24, 1996 /s/ D. Bradley McWilliams
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D. Bradley McWilliams
Senior Vice President, Finance
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EXHIBIT INDEX
Exhibit No.
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99.1 Company Press Release Dated July 24, 1996
Titled "Cooper Industries Reports
Second-Quarter Share Earnings Up 13%."
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EXHIBIT 99.1
Cooper Industries
P.O. Box 4446
Houston, Texas 77210
News Release [COOPER LOGO]
FOR IMMEDIATE RELEASE
July 24, 1996
Contacts: Sharon Newquist Phyllis Piano
(713) 739-5578 (713) 739-5415
COOPER INDUSTRIES REPORTS SECOND-QUARTER SHARE EARNINGS UP 13%
HOUSTON, July 24 -- Second-quarter fully diluted share earnings from continuing
operations of Cooper Industries, Inc. (NYSE-CBE) rose 13% to 77 cents from 68
cents a share in the same quarter of 1995. Revenues increased to $1.4 billion
from $1.3 billion in the second quarter of 1995. Second-quarter operating
earnings (income before interest expense and income taxes) rose to $186.4
million, up from $179.9 million in the same period of 1995.
Cooper's earnings per share were affected by the Cooper Cameron
Exchange Offer completed mid-year 1995, which reduced the company's outstanding
shares by 9.5 million. During the second quarter, Cooper continued to sell
some of its marketable securities, the gain from which was mostly offset by
nonrecurring expenses.
For the first six months ended June 30, 1996, Cooper's revenues rose
13% to $2.7 billion, up from $2.4 billion in the same period of 1995.
Operating earnings increased to $329.7 million, compared with $312.4 million in
the same period last year. Fully diluted share earnings from continuing
operations increased 16% to $1.33, compared with $1.15 during the first half of
1995.
"Overall, we had a very solid second quarter," said H. John Riley, Jr.,
Chairman, President and Chief Executive Officer. "Our operations performed
well despite some significant challenges, including a month-long strike at one
of our major automotive facilities, the implementation of a new distribution
system at our hand tools business and some weakening in the European economy,"
Riley added.
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Cooper Industries, Inc. Page 2
Revenues for the ELECTRICAL PRODUCTS segment were up significantly
during the quarter. The CEAG electrical products operation in Germany,
acquired late last year, was a major contributor to the sales increase. North
American sales of hazardous-duty electrical construction materials, electrical
fuses, lighting fixtures, transformers and distribution switchgear were also up
during the period.
TOOLS & HARDWARE revenues were down slightly. Growth in sales of
assembly systems for the automotive industry was offset by slowing demand for
hand tools and window treatments in Europe. In addition, distribution delays
in the domestic hand tools business resulted in a somewhat
higher-than-anticipated backlog level at the end of the quarter.
The AUTOMOTIVE PRODUCTS segment recorded another quarter of healthy
revenue gains. The improvement reflected increased sales to automotive
original equipment manufacturers worldwide. In addition, sales of domestic
aftermarket components improved across most product lines. Recent acquisitions
also contributed to the revenues increase.
"We are pleased with our revenues and earnings performance through the
first six months of the year. Our efforts to build on the company's strong
foundation are beginning to pay off. We're attracting new customers,
penetrating new markets and, when appropriate, making complementary
acquisitions," Riley said.
"Just as important are the actions we're taking to improve the
company's financial flexibility. During the second quarter, we continued to
sell our Belden securities, and a shelf registration was filed to facilitate a
sale of our Cooper Cameron shares. These and other actions to reduce working
capital will generate cash for debt reduction, additional complementary
acquisitions and investments in productivity improvements.
"While we have some concerns about the domestic economy and lackluster
growth in Europe, we expect to see solid double-digit earnings per share growth
in 1996," Riley concluded.
Comparisons of 1996 and 1995 second-quarter and first-half results
appear on the following pages.
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Cooper Industries, with 1995 revenues of $4.9 billion, is a
diversified, worldwide manufacturer of electrical products, tools and hardware,
and automotive products.
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Cooper Industries, Inc. Page 3
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended June 30,
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1996 1995
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(millions except shares)
<S> <C> <C>
Revenues:
Electrical Products $ 611.3 $ 535.5
Tools & Hardware 245.1 248.0
Automotive Products 506.2 476.0
Other 17.5 8.6
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1,380.1 1,268.1
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Costs and Expenses:
Cost of sales 907.3 834.7
Depreciation and amortization 58.9 54.6
Selling and administrative 227.5 198.9
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1,193.7 1,088.2
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Operating Earnings 186.4 179.9
Interest Expense 36.8 39.5
Income Taxes 61.3 57.6
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Income from Continuing Operations 88.3 82.8
Charge for Discontinued Operations -- (186.6)
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Net Income (Loss) $ 88.3 $ (103.8)
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Income (Loss) Per Common Share:
Primary -
Continuing Operations $ .82 $ .71
Net Income (Loss) $ .82 $ (.89)
Fully Diluted (1) -
Continuing Operations $ .77 $ .68
Net Income (Loss) $ .77 $ (.89)
Shares Utilized in Computation of
Income (Loss) Per Common Share:
Primary 107,669,000 116,496,000
Fully Diluted 124,418,000 133,256,000
</TABLE>
(1) The calculations assume conversion of the 7.05% Convertible
Subordinated Debentures to Common stock. As a result, interest on the
debentures ($7.3 million, net of tax) was added back to net income in
the computation of fully diluted earnings per share.
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Cooper Industries, Inc. Page 4
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Ended June 30,
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1996 1995
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(millions except shares)
<S> <C> <C>
Revenues:
Electrical Products $ 1,185.8 $ 1,016.1
Tools & Hardware 481.4 472.0
Automotive Products 994.6 891.6
Other 32.4 11.6
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2,694.2 2,391.3
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Costs and Expenses:
Cost of sales 1,783.1 1,583.0
Depreciation and amortization 118.0 106.1
Selling and administrative 463.4 389.8
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2,364.5 2,078.9
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Operating Earnings 329.7 312.4
Interest Expense 74.4 77.8
Income Taxes 104.9 96.5
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Income from Continuing Operations 150.4 138.1
Charge for Discontinued Operations -- (186.6)
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Net Income (Loss) $ 150.4 $ (48.5)
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Income (Loss) Per Common Share:
Primary -
Continuing Operations $ 1.40 $ 1.19
Net Income (Loss) $ 1.40 $ (.42)
Fully Diluted (1) -
Continuing Operations $ 1.33 $ 1.15
Net Income (Loss) $ 1.33 $ (.42)
Shares Utilized in Computation of
Income (Loss) Per Common Share:
Primary 107,475,000 116,434,000
Fully Diluted 124,355,000 133,192,000
</TABLE>
(1) The calculations assume conversion of the 7.05% Convertible
Subordinated Debentures to Common stock. As a result,
interest on the debentures ($14.6 million, net of tax) was
added back to net income in the computation of fully diluted
earnings per share.
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