<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
WYMAN-GORDON COMPANY
---------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class and Securities)
983085 10 1
-------------------------------------
(CUSIP Number of Class of Securities)
Diane K. Schumacher
Senior Vice President, General Counsel
& Secretary
Cooper Industries, Inc.
P.O. Box 4446
Houston, Texas 77210
(713) 209-8400
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 27, 1997
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or(4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP NO. 983085 10 8
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cooper Industries, Inc.
31-4156620
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
14,000,000*
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
14,000,000*
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*See Discussion under Item 5 of the Schedule 13D
2
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SCHEDULE 13D
CUSIP NO. 983085 10 8
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Coopind Inc. (formerly CS Holdings Inc.)
78-0450820
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
14,000,000*
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
14,000,000*
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*See Discussion under Item 5 of the Schedule 13D
3
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SCHEDULE 13D
CUSIP NO. 983085 10 8
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CS Holdings International Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
14,000,000*
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
14,000,000*
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*See Discussion under Item 5 of the Schedule 13D
4
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Cooper Industries, Inc. ("Cooper"), Coopind Inc. ("Coopind") and CS
Holdings International Inc. ("CS International") hereby amend their Schedule
13D, dated June 1, 1994, as amended by Amendment No. 1 thereto, dated February
3, 1995, Amendment No. 2 thereto, dated October 17, 1995, and Amendment No. 3
thereto, dated November 24, 1995(as amended, the "Schedule 13D"), which relates
to the common stock, par value $1.00 per share (the "Shares"), of Wyman-Gordon
Company, a Massachusetts corporation (the "Company"), as set forth below.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended as follows:
The principal address of Cooper has changed to 600 Travis, Suite 5800,
Houston, Texas 77002.
Schedule A is hereby amended to reflect certain management changes at
Cooper.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following:
On August 25, 1997, CS International sold 750,000 Shares to Cooper for
$27 7/8 per Share (the closing sales price of the Shares on the New York Stock
Exchange Composite Tape on such date) or an aggregate purchase price of
$20,906,250. Cooper paid the purchase price by delivering to CS International
a 6.05% discounted promissory note maturing November 24, 1997.
On August 27, 1997, CS International sold an additional 1,405,000
Shares to Cooper for $28 1/8 per Share (the closing sales price of the Shares
on the New York Stock Exchange Composite Tape on such date) or an aggregate
purchase price of $39,515,625. Cooper paid the purchase price by delivering to
CS International a 6.05% discounted promissory note maturing November 25, 1997.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
On August 14, 1997, the Company filed Post-Effective Amendment No. 1
(the "Post-Effective Amendment")to its Registration Statement No. 33-63459 (the
"Wyman-Gordon S-3") relating to 16,500,000 Shares that may be delivered by
Cooper, at its option, pursuant to the terms of the DECS(SM). The
Post-Effective Amendment amended, among other things, the Plan of Distribution
set forth in the Prospectus to the Wyman-Gordon S-3 (i) to permit Cooper to
deliver up to 16,500,000 of the Shares to holders of the DECS(SM) accepted by
5
<PAGE> 6
Cooper for cancellation prior to maturity, and (ii) to provide that in the
event Cooper accepts any DECS(SM) for cancellation prior to maturity and in
connection therewith delivers to the holders of such DECS(SM) less than one
Share for each DECS(SM) cancelled, Cooper may sell the excess Shares pursuant
to the Prospectus and the terms of the Investment Agreement. The
Post-Effective Amendment was declared effective on August 22, 1997.
On August 26, 1997, Cooper entered into an agreement with Forum
Capital Markets L.P. to accept 2,500,000 DECS(SM) for early cancellation in
exchange for 0.862 Share for each DECS(SM) (or an aggregate of 2,155,000
Shares) and $1,375,000 in cash. The transaction closed on August 27, 1997 and
the 2,500,000 DECS(SM) were delivered to Texas Commerce Bank National
Association, trustee with respect to the DECS(SM), for cancellation.
On August 27, 1997, following the closing of the foregoing
transaction, CS International donated the 345,000 excess Shares to the Cooper
Industries Foundation, a non-profit charitable foundation.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Schedule 13D is hereby amended to read
as follows:
(a) As a result of the transactions described in Item 4, as of the
date hereof Cooper, Coopind and CS International beneficially own an aggregate
of 14,000,000 Shares, which represents approximately 38.7% of the outstanding
Shares. The Shares are owned directly by CS International and indirectly by
Coopind and Cooper.
Paragraph (c) of Item 5 of Schedule 13D is hereby amended to add the
following:
(c) On August 25, 1997, CS International sold 750,000 Shares to
Cooper for $27 7/8 per Share in a private transaction. On August 27, 1997, CS
International sold 1,405,000 Shares to Cooper for $28 1/8 per Share in a
private transaction. On August 27, 1997, Cooper accepted from Forum Capital
Markets L.P. 2,500,000 DECS(SM) for early cancellation in exchange for
2,155,000 Shares and $1,375,000 in cash. On August 27, 1997, CS International
donated 345,000 Shares to the Cooper Industries Foundation, a non-profit
charitable foundation.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended to add the following:
The information contained in Exhibits 99.91 through 99.97 is
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hereby incorporated by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following:
<TABLE>
<S> <C>
Exhibit 99.91 Copy of Letter of Cooper Industries, Inc. to CS Holdings International Inc. dated August 6,
1997 offering to purchase 2,155,000 shares of the common stock of Wyman-Gordon Company.
Exhibit 99.92 Copy of Letter Agreement between CS Holdings International Inc. and Cooper Industries, Inc.
dated August 25, 1997 confirming agreement to sell 750,000 shares of the common stock of Wyman-
Gordon Company to Cooper Industries, Inc.
Exhibit 99.93 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in
connection with the purchase of 750,000 shares of the common stock of Wyman-Gordon Company.
Exhibit 99.94 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International Inc.
dated August 26, 1997 confirming agreement to sell 1,405,000 shares of the common stock of
Wyman-Gordon Company to Cooper Industries, Inc.
Exhibit 99.95 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in
connection with the purchase of 1,405,000 shares of the common stock of Wyman-Gordon Company.
Exhibit 99.96 Copy of Deed donating 345,000 shares of Wyman-Gordon Company common stock from CS Holdings
International Inc. to the Cooper Industries Foundation.
Exhibit 99.97 Copy of Letter Agreement between Cooper Industries, Inc. and Forum Capital Markets L.P.
agreeing to the early cancellation of 2,500,000 DECS(SM) in exchange for Wyman-Gordon Company
common stock and cash.
</TABLE>
7
<PAGE> 8
Signatures
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set forth in
this Amendment No. 4 to the Schedule 13D is true, complete and correct.
Date: September 9, 1997 COOPER INDUSTRIES, INC.
/s/ Alan J. Hill
------------------------------
Alan J. Hill
Title: Vice President and
Treasurer
Date: September 9, 1997 COOPIND INC.
/s/ Karen E. Herbert
------------------------------
Karen E. Herbert
Title: Assistant Secretary
Date: September 9, 1997 CS HOLDINGS INTERNATIONAL INC.
/s/ Alan J. Hill
------------------------------
Alan J. Hill
Title: Treasurer
8
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Amendment to Schedule A
Directors and Executive Officers of Group Members
The list of directors and executive officers of Cooper Industries, Inc.
attached to the Schedule 13D is amended to reflect the following changes:
<TABLE>
<CAPTION>
Name, Business Address
and Citizenship Present Principal Occupation
---------------------- ----------------------------
<S> <C>
ADDITIONS
---------
Alan J. P. Belda*1 President and Chief Operating Officer
425 6th Avenue Aluminum Company of America
Pittsburgh, Pennsylvania 15219
Robert M. Devlin* Chairman, President and Chief Executive Officer
2929 Allen Parkway American General Corporation
Houston, Texas 77019
James R. Wilson Chairman, President and Chief Executive Officer
2475 Washington Blvd. Thiokol Corporation
Ogden, Utah 84401-2398
Gordon A. Ulsh Executive Vice President, Operations
Phyllis J. Piano Vice President, Public Affairs
David R. Sheil Vice President, Personnel
Terrance M. Smith Vice President, Information Services
CHANGES IN PRINCIPAL OCCUPATION
-------------------------------
Harold S. Hook* Retired Chairman
2727 Allen Parkway American General Corporation
Suite W16-01
Houston, Texas 77019-2115
John D. Ong* Chairman Emeritus
4000 Embassy Parkway The B.F. Goodrich Company
Suite 330
Akron, Ohio 44333-8357
Warren L. Batts* Chairman
1717 Deerfield Road Premark International, Inc.
Deerfield, Illinois 60015
Constantine S. Nicandros* Chairman
1000 Memorial Drive CSN and Company
Suite 750
Houston, Texas 77024
David A. White, Jr. Senior Vice President, Strategic Planning
</TABLE>
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The following persons are deleted as directors of Cooper: Robert Cizik and A.
Thomas Young. In addition, the following persons are deleted as executive
officers of Cooper: Robert Cizik, Larry W. McCurdy, William D. Brewer and
Walter F. Dupont.
1 Alan J. P. Belda is a citizen of Brasil.
2
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit 99.91 Copy of Letter of Cooper Industries, Inc. to CS Holdings International Inc. dated August
6, 1997 offering to purchase 2,155,000 shares of the common stock of Wyman-Gordon Company.
Exhibit 99.92 Copy of Letter Agreement between CS Holdings International Inc. and Cooper Industries,
Inc. dated August 25, 1997 confirming agreement to sell 750,000 shares of the common stock
of Wyman-Gordon Company to Cooper Industries, Inc.
Exhibit 99.93 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International
Inc. in connection with the purchase of 750,000 shares of the common stock of Wyman-Gordon
Company.
Exhibit 99.94 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International
Inc. dated August 26, 1997 confirming agreement to sell 1,405,000 shares of the common
stock of Wyman-Gordon Company to Cooper Industries, Inc.
Exhibit 99.95 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International
Inc. in connection with the purchase of 1,405,000 shares of the common stock of Wyman-
Gordon Company.
Exhibit 99.96 Copy of Deed donating 345,000 shares of Wyman-Gordon Company common stock from CS Holdings
International Inc. to the Cooper Industries Foundation.
Exhibit 99.97 Copy of Letter Agreement between Cooper Industries, Inc. and Forum Capital Markets L.P.
agreeing to the early cancellation of 2,500,000 DECS(SM) in exchange for Wyman-Gordon
Company common stock and cash.
</TABLE>
<PAGE> 1
Exhibit 99.91
[Company letterhead]
August 6, 1997
Board of Directors
CS Holdings International Inc.
Fourth Floor, One Capital Place
P.O. Box 847
Grand Cayman
Cayman Islands, British West Indies
Cooper Industries Inc. hereby offers to purchase 2,155,000 shares of
Wyman-Gordon Company stock ("W-G stock") at a per share price equal to the
closing market price of a share of W-G stock on the later of (i) the day the
Securities and Exchange Commission ("SEC") declares effective the Post-Effective
Amendment to the Wyman-Gordon Company Registration Statement that will permit
Cooper to exchange the W-G stock for outstanding 6% Exchangeable Notes ("DECS")
previously issued by Cooper, or (ii) five business days after your acceptance of
our offer. You may cancel your acceptance if we do not have clearance from the
SEC within 45 days of your acceptance.
Payment shall be in the form of a 90-day discounted note, with the discount
being computed at 6.05% per annum on a 365-day basis.
This offer is subject to Cooper retaining the following rescission right:
Cooper is purchasing the W-G stock to satisfy a future obligation Cooper has to
deliver W-G stock to a certain investor with whom Cooper has negotiated an
early settlement. If Cooper is unable to settle with the investor within 60
days after acquiring W-G stock from you, Cooper may rescind its purchase from
you.
Please let me know if you would be willing to sell under these conditions.
Yours truly,
/s/ D. Bradley McWilliams
- -------------------------
D. Bradley McWilliams
<PAGE> 1
Exhibit 99.92
CS HOLDINGS INTERNATIONAL INC. FOURTH
FLOOR, ONE CAPITAL PLACE
GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES
August 25, 1997
Cooper Industries, Inc.
600 Travis, Suite 5800
Houston, TX 77002
Attention: D. Bradley McWilliams
Senior Vice President and
Chief Financial Officer
I am writing to you in response to your letter of August 6, 1997 in which Cooper
Industries, Inc. offered to purchase 2,155,000 shares of Wyman-Gordon Company
common stock, subject to the terms set forth in the letter (the "Offer").
Please be advised that the Offer was accepted by CS Holdings International Inc.
on August 19, 1997 in the reduced amount of 750,000 shares and at a per share
purchase price equal to the closing market price of a share of Wyman-Gordon
Company common stock on the day of sale. The closing shall take place at the
time and date selected by Cooper, provided such date is on or before September
15, 1997. All other terms of sale shall be as set forth in the Offer. Please
indicate the agreement of Cooper Industries, Inc. to proceed on the above basis
by having a duly authorized officer of Cooper sign and return the enclosed
duplicate copy of this letter on the line provided below.
Sincerely,
/s/ Alan J. Hill
- --------------------------
Alan J. Hill
Treasurer
Agreed and Accepted this 25th day
of August 1997:
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
---------------------------------
Name: Diane K. Schumacher
Title: Senior Vice President,
General Counsel and
Secretary
<PAGE> 1
Exhibit 99.93
PROMISSORY NOTE
Borrower: Cooper Industries, Inc.
Lender: CS Holdings International Inc.
Discount Rate: 6.05%
Discounted Net Proceeds: USD 20,906,250.00
Face Value of Note: USD 21,226,420.01
Advance Date: 08/25/97
Maturity Date: 11/24/97
For value received, Cooper Industries, Inc. promises to pay to the lender the
face value of this note, being USD 21,226,420.01, on the maturity date,
24-Nov-97.
/s/ Alan J. Hill
----------------------------
Alan J. Hill
Vice President and Treasurer
Cooper Industries, Inc.
<PAGE> 1
Exhibit 99.94
[Company Letterhead]
August 26, 1997
Board of Directors
CS Holdings International Inc.
Fourth Floor, One Capital Place
P. O. Box 847
Grand Cayman
Cayman Islands, British West Indies
Cooper Industries Inc. hereby offers to purchase 1,405,000 shares of
Wyman-Gordon Company common stock ("W-G stock") at a per share price equal to
the closing market price of a share of W-G stock on August 26, 1997, with the
closing to take place at 8:00 a.m., Central time, on August 27, 1997.
Payment shall be in the form of a 90-day discounted note, with the discount
being computed at 6.05% per annum on a 365-day basis.
Please indicate your acceptance of the above offer by signing and returning the
duplicate copy of this letter enclosed herewith.
Yours truly,
/s/ Diane K. Schumacher
- ------------------------------
Diane K. Schumacher
Senior Vice President, General
Counsel and Secretary
Agreed and accepted
this 27th day August 1997:
CS HOLDINGS INTERNATIONAL INC.
By: /s/ Alan J. Hill
------------------------------
Name: Alan J. Hill
Title: Treasurer
<PAGE> 1
Exhibit 99.95
PROMISSORY NOTE
Borrower: Cooper Industries, Inc.
Lender: CS Holdings International Inc.
Discount Rate: 6.05%
Discounted Net Proceeds: USD 39,515,625.00
Face Value of Note: USD 40,114,038.53
Advance Date: 08/27/97
Maturity Date: 11/25/97
For value received, Cooper Industries, Inc. promises to pay to the lender the
face value of this note, being USD 40,114,038.53, on the maturity date,
25-Nov-97.
/s/ Alan J. Hill
----------------------------
Alan J. Hill
Vice President and Treasurer
Cooper Industries, Inc.
<PAGE> 1
Exhibit 99.96
DEED
CS Holdings International Inc., a corporation established under the laws of the
Cayman Islands, hereby donates to the Cooper Industries Foundation, a
non-profit corporation established under the laws of the State of Ohio, U.S.A.,
345,000 shares of common stock of Wyman-Gordon Company to have and to hold,
together with all rights in any manner belonging to such stock.
Executed as a Deed by CS
Holdings International
Inc., acting by two duly
authorized Directors, this
27th day of August, 1997.
CS Holdings International Inc.
(Seal) By: /s/ Diane K. Schumacher
--------------------------
Diane K. Schumacher
Director
Agreed and Accepted this By: /s/ Alan J. Hill
27th day of August, 1997 --------------------------
Alan J. Hill
Cooper Industries Foundation Director
By: /s/ Phyllis J. Piano
------------------------
Phyllis J. Piano
President
<PAGE> 1
Exhibit 99.97
[Company Letterhead)
August 26, 1997
Mr. Stephen DeVoe
Chief Operating Officer
Forum Capital Markets L.P.
53 Forest Avenue
Old Greenwich, CT 06870
Dear Steve:
Subject to the terms hereof, Cooper Industries, Inc. hereby accepts the offer
of Forum Capital Markets L.P. to exchange 2,500,000 Cooper Industries, Inc.
6.0% Exchangeable Notes Due January 1, 1999 held by it for 2,155,000 shares of
Wyman-Gordon Company common stock (CUSIP 983085101) and $1,375,000 in cash.
Closing of the transaction will take place on Wednesday, August 27, 1997 at
11:00 a.m., Central time, or such other time and date as the parties mutually
agree.
Cooper's obligations hereunder are subject to the condition that no stop order
suspending the effectiveness, in whole or in part, of Wyman-Gordon Registration
Statement on Form S-3 No. 33-63459, as amended, shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Securities and Exchange Commission.
Cooper Industries, Inc. understands that Forum Capital Markets L.P. is acting
as a principal in this transaction and not as an agent.
If you are in agreement with the statements above, please acknowledge by
signing below.
Sincerely, Agreed and Accepted:
Forum Capital Markets L.P.
/s/ D. Bradley McWillims
- ------------------------
D. Bradley McWilliams By: /s/ Stephen DeVoe
Senior Vice President & -------------------------------
Chief Financial Officer Title: Chief Operating Officer
Date: 8/26/97
cc: Karen Herbert
