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As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 Travis, Suite 5800 Diane K. Schumacher
Houston, Texas 77002 Senior Vice President, General Counsel
(713) 209-8400 and Secretary
(Address, Including Zip Code, and Telephone Number, Cooper Industries, Inc.
Including Area Code, of Registrant's Principal 600 Travis, Suite 5800
Executive Officers) Houston, Texas 77002
(713) 209-8400
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
</TABLE>
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Offering Registration
Securities to be Registered Registered Per Unit* Price* Fee
--------------------------- ---------- --------- -------- ------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par
value............................ 300,000 shs. $44.69 $13,407,000 $4,063
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457(c), upon the average of the high and
low prices of such shares in composite transactions on March 25, 1997.
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PROSPECTUS
COOPER INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Cooper Industries, Inc. ("Cooper") provides certain holders of record of shares
of Cooper common stock, par value $5.00 ("Common Stock") with a simple and
convenient method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commission
or service charge.
A Participant in the Plan may obtain additional shares of Common
Stock by:
- reinvesting dividends on all shares registered in the name of
the Participant;
- reinvesting dividends on part of the shares registered in the
name of the Participant (while continuing to receive cash
dividends on his or her remaining shares); or
- making optional cash payments of not less than $25 in any
month up to a maximum of $24,000 in any calendar year, whether
or not dividends on shares registered in the name of the
Participant are being reinvested.
Shares of Common Stock offered under the Plan may be purchased from
Cooper, as newly issued shares or treasury shares, or in the open market. The
purchase price of newly issued or treasury shares of Common Stock purchased
under the Plan will be the average of the high and low sales prices of the
Common Stock as reported in the New York Stock Exchange Composite Transactions
on the relevant Investment Date (as hereinafter defined). The purchase price
of shares purchased on the open market under the Plan will be the average
purchase price of the Common Stock purchased for the Plan in respect of the
related Investment Date. The Company will pay all costs of administration of
the Plan and purchases of the shares. Any brokerage commissions or service
charges in connection with a sale of all or part of the shares held for a
Participant under the Plan will be charged to such Participant.
This Prospectus relates to 300,000 shares of Common Stock registered
for sale under the Plan. The Common Stock is listed on the New York and
Pacific Stock Exchanges.
Participants should retain this Prospectus for future reference.
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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 date of this Prospectus is March 31, 1997
<PAGE> 3
AVAILABLE INFORMATION
Cooper is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by
Cooper with the Commission can be inspected and copied at the Commission's
public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 or at the public reference facilities 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 by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.
The Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Reports, proxy statements and other information
concerning Cooper may be inspected at 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 exhibits and schedules thereto in accordance with
the rules and regulations of the Commission. For further information regarding
the Company and the 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.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed with the Commission by Cooper
pursuant to the Exchange Act and are incorporated in this Prospectus by
reference: (i) Annual Report on Form 10-K for the fiscal year ended December
31, 1996; (ii) Current Report on Form 8-K dated January 27, 1997; and (iii) the
description of the Cooper Common Stock set forth in the Registration Statement
on Form 8-A filed December 23, 1974.
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All documents filed by Cooper pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to
termination of the offering made hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
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 superseded, to constitute part of this Prospectus.
Cooper will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all 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 offices of Cooper Industries, Inc., 600 Travis, Suite 5800, Houston,
Texas 77002, Attention: Corporate Secretary, telephone number (713) 209-8400.
THE COMPANY
Cooper, 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.
Cooper has over 130 manufacturing facilities in 20 countries and employs
approximately 42,000 people.
ELECTRICAL PRODUCTS
The Electrical Products segment manufactures, markets and sells
electrical and circuit protection products, including fittings, enclosures,
plugs, receptacles, lighting fixtures and fuses, for use in residential,
commercial and industrial construction, maintenance and repair applications.
The segment also manufactures, markets and sells products for use by utilities
and in industry for electrical power transmission and distribution, including
distribution switchgear, transformers, transformer terminations and
accessories, capacitors, voltage regulators, surge arrestors, pole-line
hardware and other related power systems components.
AUTOMOTIVE PRODUCTS
The Automotive Products segment manufactures, markets and sells
automotive and heavy-duty brakes, automotive lights, wire and cable, spark
plugs, glow plugs, windshield wipers, steering, suspension, driveline and
temperature control products and other products for the automotive aftermarket;
brake products, lights, spark plugs, glow plugs, ignition coils and windshield
wipers for original equipment manufacturers; and aviation ignition components.
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TOOLS & HARDWARE
The Tools & Hardware segment manufactures, markets and sells hand
tools and chain and clamp products for industrial, construction and consumer
markets; air-powered and electric tools for general industry, primarily
automotive and aerospace manufacturers; and drapery hardware and custom window
coverings for residential and commercial window treatments markets.
As used herein, the term "Cooper" refers to Cooper Industries, Inc.
and its subsidiaries, unless the context otherwise indicates. For additional
information with respect to Cooper, see the documents specified under
"Documents Incorporated by Reference."
THE PLAN
The Plan was authorized by Cooper's Board of Directors on November 6,
1990. A summary of the Plan follows:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides eligible holders of record of Common Stock with a
simple and convenient way to invest cash dividends and optional cash payments
in additional shares of Common Stock without payment of any brokerage
commission, service or other charge. To the extent such shares are purchased
from Cooper, Cooper will receive additional funds for general corporate
purposes.
ELIGIBILITY
2. a. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of Common Stock ("Participants") are eligible to
participate in the Plan. Participants may: (a) have cash dividends on all
shares registered in the name of such Participant automatically reinvested, or
(b) have cash dividends on part of such shares automatically reinvested, or (c)
whether or not they have elected to have dividends on any such shares
automatically reinvested, invest in additional shares of Common Stock by making
optional cash purchases of not less than $25 in any month up to a maximum of
$24,000 per calendar year per individual account. If the Common Stock is
currently registered in a shareholder's own name, the shareholder may
participate directly in the Plan. A beneficial owner whose shares are
registered in a name other than his or her own (for example, in the name of a
broker or bank nominee) must become a shareholder of record by having all or
part of such shares transferred into the shareholder's own name in order to
participate in the Plan.
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b. WHAT ARE THE LIMITATIONS ON FOREIGN PARTICIPATION?
Cooper reserves the right to decline to make the Plan available to any
shareholder whose address of record is outside the United States if local laws
require Cooper to register the Common Stock or become subject to local filing
or securities laws. All foreign participation in the Plan is subject to the
laws of the country where the Participant resides. See Nos. 16 (g) and (h)
below.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
First Chicago Trust Company of New York (the "Bank"), P. O. Box 2598,
Jersey City, New Jersey 07303-2598, administers the Plan, keeps records, sends
statements of account to Participants and performs other duties relating to the
Plan. The shares of Common Stock purchased under the Plan ("Plan Shares") will
be registered in the name of the Bank (or its nominee), as agent for each
Participant in the Plan, and will be credited to the accounts of the respective
Participants. As record holder of the Plan Shares held in Participants'
accounts under the Plan, the Bank will receive dividends on all Plan Shares on
the dividend payment date, will credit such dividends to Participants' accounts
on the basis of full and fractional shares held in these accounts, and will
automatically reinvest such dividends in additional shares of Common Stock.
ADVANTAGES
4. WHAT ARE THE ADVANTAGES OF THE PLAN?
No commission or service charge is paid by a Participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because fractions of shares, as well as whole shares, will be credited to
a Participant's account. Dividends in respect of such fractions, as well as
whole shares, will be reinvested in additional shares and such shares will be
credited to a Participant's account. A Participant can avoid the need for
safekeeping of certificates for shares credited to his or her account under the
Plan through the free custodial service described below. Regular statements of
account will provide simplified record keeping. Participants may make optional
cash payments for additional shares of Common Stock, regardless of whether
dividends are being reinvested.
PARTICIPATION
5. a. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
Any eligible shareholder of Common Stock may join the Plan by
completing and signing the Authorization Card and returning it to the Bank.
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b. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
An eligible shareholder of Common Stock may join the Plan at any time.
Once in the Plan, such shareholder will remain a Participant until such
shareholder elects to discontinue participation.
c. WHEN WILL REINVESTMENT OF DIVIDENDS BEGIN?
The Bank will begin reinvesting dividends with record dates that are
after the date the Bank receives the Authorization Card.
AUTHORIZATION CARD
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card provides for the purchase of additional shares
of Common Stock through the following investment options:
If "Full Dividend Reinvestment" is elected, the Authorization Card
directs the Bank to apply all the cash dividends on all the shares then or
subsequently registered in a Participant's name, together with any optional
cash payments, toward the purchase of additional Common Stock.
If "Partial Dividend Reinvestment" is elected, the Bank will apply
all the cash dividends on only the number of shares registered in the
Participant's name that are specified on the Authorization Card, together with
any optional cash payments, toward the purchase of additional Common Stock.
If "Optional Cash Payments Only" is elected, the Participant will
continue to receive cash dividends on shares registered in the Participant's
name in the usual manner, and the Bank will apply all optional cash payments
received toward the purchase of additional Common Stock.
The Authorization Card further directs the Bank to reinvest
automatically any subsequent dividends on Plan Shares held in the Participant's
Plan account. Under the Plan, dividends will be reinvested on a cumulative
basis on the shares designated on the Authorization Card and on all Plan Shares
held in the Plan account until a Participant specifies otherwise, or withdraws
from the Plan altogether, or until the Plan is terminated.
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PURCHASES
7. a. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
At Cooper's discretion, Plan Shares will be: (a) purchased directly
from Cooper, in which event such shares will be either authorized but unissued
shares or shares held in treasury; (b) purchased by the Bank on the open
market; or (c) any combination of the foregoing.
b. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases from Cooper of authorized but unissued shares of Common
Stock and shares held in the treasury of Cooper will be made on the relevant
Investment Date.
The Investment Date in any month in which a dividend is paid is the
dividend payment date and in any other month will be the first business day of
such month. If, however, the Investment Date falls on a date when the New York
Stock Exchange is closed, the first day immediately subsequent to such date on
which the New York Stock Exchange is open will be the Investment Date.
Purchases on the open market will begin on the Investment Date and
will be completed no later than 30 days from such date except where completion
at a later date is necessary or advisable under any applicable federal
securities laws. Such purchases may be made on any securities exchange where
such shares are traded, in over-the-counter market, or by negotiated
transactions and may be subject to such terms with respect to price, delivery,
etc. as the Bank may determine. Neither Cooper nor any Participant shall have
any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
c. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED
UNDER THE PLAN?
The price to the Participant of shares purchased on the open market
under the Plan will be the average purchase price of Common Stock purchased for
the Plan in respect of the related Investment Date.
In the case of purchases from Cooper of authorized but unissued or
treasury shares of Common Stock, the purchase price to the Participant will be
the average of the high and low sales prices of the Common Stock as reported in
the New York Stock Exchange Composite Transactions on the relevant Investment
Date. If no trading in the Common Stock occurs on the New York Stock Exchange
on the relevant Investment Date, the purchase price per share will be
determined by Cooper on the basis of such market quotations as it deems
appropriate.
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d. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE
DETERMINED?
A Participant's account in the Plan will be credited with that number
of shares, including fractions computed to three decimal places, equal to the
total amount to be invested by such Participant, after taxes, if any, divided
by the purchase price per share.
OPTIONAL CASH PAYMENTS
8. a. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?
All eligible holders of record of the Common Stock who have submitted
a signed Authorization Card may make optional cash payments at any time. No
optional cash payment shall be in an amount less than $25 per Participant
account in any month nor may optional cash payments total more than $24,000 per
Participant account in any calendar year. The Bank will apply any optional
cash payment received from a Participant before an Investment Date to the
purchase of the Common Stock for the account of the Participant on such
Investment Date if the Common Stock is purchased from Cooper, and as soon as
practical (as explained in No. 7 above) after such Investment Date if the
Common Stock is purchased on the open market. No interest will be paid by
Cooper or the Bank on cash payments held pending investment. Cash payments
received by the Bank after an Investment Date will be held by the Bank until
the next Investment Date. It is therefore suggested that any optional cash
payment be sent so as to reach the Bank shortly before the relevant Investment
Date on which the cash is to be invested.
b. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An initial optional cash payment may be made by a Participant when
joining the Plan by enclosing a check or money order, payable to "First Chicago
- ---Cooper Industries, Inc. DRP" with the Authorization Card. Thereafter,
optional cash payments may be made by use of a cash payment form that will be
attached to each Participant's statement of account.
c. IS THERE AN OBLIGATION TO MAKE OPTIONAL CASH PAYMENTS?
There is no obligation to make an optional cash payment in any month.
d. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?
Optional cash payments received by the Bank will be returned to a
Participant upon written request by such Participant received by the Bank at
least two business days prior to the Investment Date.
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COSTS
9. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN?
A Participant will incur no brokerage commissions or service charges
for purchases made under the Plan. All costs of administration of the Plan and
purchases of the shares will be paid by Cooper. Any service charge or
brokerage commissions in connection with a sale by the Bank of all or part of
the shares held for a Participant under the Plan will be charged to such
Participant. Such service charges and brokerage commissions are currently
$10.00 per transaction and $0.012 per share.
REPORTS TO PARTICIPANTS
10. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?
As soon as practical after each purchase of shares on behalf of a
Participant, such Participant will receive a statement of account showing the
number of shares purchased and the price per share. THESE STATEMENTS ARE A
RECORD OF THE COST OF PURCHASE OF SHARES UNDER THE PLAN AND SHOULD BE RETAINED
FOR TAX PURPOSES. In addition, each Participant will receive, from time to
time, copies of all communications sent to shareholders.
Each Participant will receive annually Internal Revenue Service
information (on Form 1099) for reporting dividend income received.
CERTIFICATES FOR SHARES
11. a. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Plan Shares will be held in the name of the Bank or its nominee.
Certificates will be issued to any Participant upon specific written request.
See No. 12 below.
b. IN WHOSE NAME WILL AN ACCOUNT BE MAINTAINED?
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such Participant
enrolled in the Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
12. a. HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to the Participant's account may be withdrawn by
a Participant by notifying the Bank by telephone or in writing specifying the
number of shares to be withdrawn. Certificates for whole shares of Common
Stock so withdrawn will be issued to and registered in
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the name of the Participant. A Participant who wishes to pledge shares
credited to such Participant's Plan account must first withdraw such shares
from the account.
b. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN
CONTINUE TO BE REINVESTED?
If the Participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a Participant's account will
continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a Participant's name are being reinvested, the
Bank will continue to reinvest dividends on only the number of shares specified
by the Participant on the Authorization Card unless a new Authorization Card
specifying a different number of shares is delivered.
c. WILL DIVIDENDS ON A PARTICIPANT'S PLAN SHARES CONTINUE TO BE
REINVESTED IF THE PARTICIPANT SELLS OR TRANSFERS THE SHARES OF
COMMON STOCK REGISTERED IN HIS NAME?
Even if a Participant sells or transfers all of the shares of the
Common Stock registered in the Participant's name, the Bank will continue to
reinvest dividends on the Plan Shares held for the Participant's Plan account
until a written request for withdrawal from the Plan is received from the
Participant.
TERMINATION OF PARTICIPATION
13. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
A Participant may terminate participation in the Plan at any time by
notice in writing or by telephone to the Bank. Such instructions will be
processed as promptly as possible after receipt. If a notice to terminate is
received by the Bank on or after the record date for a dividend payment, the
Bank, in its sole discretion, may either pay such dividend in cash or reinvest
it in shares on behalf of the terminating Participant. If such dividend is
reinvested, the Bank may sell the shares purchased and remit the proceeds to
the Participant, less any related service charge and brokerage commission and
applicable transfer tax. Any optional cash payments which had been sent to the
Bank prior to the request to terminate will be invested unless return of the
amount is expressly requested in the request for termination and such request
is received at least two business days prior to the Investment Date. Upon
termination, a Participant will receive certificates for the full shares of
Common Stock credited to the Participant's account. Upon withdrawal of shares
from the Plan (whether or not a Participant has requested termination), a
Participant may instruct the Bank to sell all or part of such shares. Sale
requests may be made in writing or by telephone. For security reasons, telephone
transactions will be recorded. Such sale may, but need not be, made by purchase
of the stock for the account of other Participants and any such sale shall be
deemed
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to have been made at the then current market price less any related service
charge and brokerage commission and applicable transfer tax. Fractional shares
credited to a terminating account will be paid by check at the then current
market price less any related service charge and brokerage commission and
applicable transfer tax. All sale instructions received by the Bank will be
processed promptly thereafter (except where deferral is necessary under
applicable federal or state laws or regulations).
After termination, dividends will be paid to the shareholder in cash
unless and until the shareholder rejoins the Plan, which a shareholder may do
at any time by requesting an Authorization Card from the Bank. See No. 5
above.
RIGHTS OFFERING: STOCK DIVIDENDS OR STOCK SPLITS
14. a. IF COOPER HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN
SHARES BE HANDLED?
Participation in any rights offering applicable to Common Stock will
be based upon shares of Common Stock registered in a Participant's name and any
whole Plan Shares credited to such Participant's Plan account.
b. WHAT HAPPENS IF COOPER ISSUES A DIVIDEND PAYABLE IN STOCK OR
DECLARES A STOCK SPLIT?
Any stock dividends or shares of Common Stock distributed by Cooper as
a result of a stock split will apply to Plan Shares and will be credited pro
rata to each Participant's account.
VOTING RIGHTS
15. HOW WILL THE BANK VOTE SHARES CREDITED TO A PARTICIPANT'S
ACCOUNT IN THE PLAN AT SHAREHOLDERS' MEETINGS?
A Participant will receive proxy materials for each meeting of
shareholders that will enable the Participant to vote both the shares
registered in the Participant's name directly and whole shares credited to the
Participant's Plan account. If a Participant elects, he or she may vote his or
her shares, including all whole Plan Shares held for the Participant's account
under the Plan, in person at the shareholders' meeting. The Bank will not vote
the shares held in a Participant's account if voting directions are not
received.
INCOME TAX CONSEQUENCES
16. a. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Each Participant will be treated for federal income tax purposes as
having received, on
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each dividend payment date, a dividend equal to the full amount of the
cash dividends payable on such date with respect to the Participant's shares,
even though that amount is not actually received by the Participant in cash, but
instead, is applied to the purchase of additional shares of Common Stock for the
Participant's account under the Plan. The Participant's basis in those shares
will equal the purchase price of the shares on a relevant dividend payment date.
b. Additionally, when the Bank purchases Common Stock for a
Participant's account on the open market with reinvested dividends, a
Participant must include in the Participant's gross income for the year the
full amount of the cash dividends payable with respect to the Participant's
shares plus that portion of any brokerage commissions paid by Cooper which is
attributable to the purchase of the Participant's shares. The Participant's
basis in the Plan Shares held for his or her account will be equal to the
purchase price of the Plan Shares plus allocable brokerage commissions.
c. In the case of shares purchased in the open market with
optional cash payments, Participants must include in gross income their
allocable share of any brokerage commissions paid by Cooper. The tax basis of
such shares will be the amount of the optional cash payment plus brokerage
commissions paid by Cooper, if any.
d. Dividends for corporate shareholders will be eligible for the
dividends-received deduction available under the Internal Revenue Code. The
holding period for Plan Shares will begin the day after the date the shares are
acquired.
e. A Participant who receives, upon withdrawal from or
termination of the Plan, a cash payment for the sale of Plan Shares held for
such Participant's account or for a fractional share then held in his or her
account will realize gain or loss measured by the difference between the amount
of the cash received and the Participant's basis in such shares or fractional
share. Such gain or loss will be capital in character if such shares or
fractional share are a capital asset in the hands of the Participant.
f. Dividends available for reinvestment under the Plan will be
reduced by any federal income tax required to be withheld under existing law at
the time of the dividend payments. Participants would include in gross income
the full dividend amount, including the amount of tax withheld. Amounts
withheld will be forwarded to the Internal Revenue Service to be applied
against the Participant's federal income tax obligations.
g. In the case of those foreign shareholders whose dividends are
subject to United States income tax withholding, the Bank will apply the net
amount of the dividend of such Participants after deduction of taxes to the
purchase of shares of Common Stock.
h. Foreign shareholders who check the "Optional Cash Payments
only" box on the Authorization Card will continue to receive cash dividends on
shares registered in their names in the same manner as if they were not
participating in the Plan. Optional cash payments received
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from them must be in U.S. dollars and will be invested in the same manner as
payments from other Participants.
THE PRECEDING IS ONLY A SUMMARY OF THE TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. THE FEDERAL TAX LAWS APPLICABLE TO THE PLAN ARE
COMPLEX AND SUBJECT TO CHANGE. PARTICIPANTS ARE URGED TO CONSULT WITH THEIR
OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES OF THEIR PARTICIPATION
IN THE PLAN PRIOR TO FILING THEIR INDIVIDUAL RETURNS.
RESPONSIBILITY OF COOPER AND THE BANK
17. WHAT ARE THE RESPONSIBILITIES OF COOPER AND THE BANK UNDER THE
PLAN?
Neither Cooper, nor the Bank as Plan administrator, will be liable for
any act done in good faith or for any good faith omission to act, including
without limitation, any claim of liability arising out of failure to terminate
a Participant's account upon such Participant's death, the prices at which
shares are purchased or sold for the Participant's account, the times when
purchases or sales are made, or fluctuations in the market value of Common
Stock.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER COOPER NOR THE BANK CAN
PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION AGAINST LOSS ON ANY COMMON
STOCK PURCHASED UNDER THE PLAN.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
18. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
While the Plan is intended to continue indefinitely, Cooper reserves
the right to suspend or terminate the Plan at any time, including during the
period between a dividend record date and the related dividend payment date.
It also reserves the right to make modifications to the Plan. Participants
will be notified of any such suspension, termination or modification. Cooper
and the Bank also reserve the right to terminate any Participant's
participation in the Plan at any time.
Any question of interpretation arising under the Plan will be
determined by Cooper and any such determination will be final.
13
<PAGE> 15
PLAN CORRESPONDENCE
19. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?
All correspondence regarding the Plan should be directed to:
First Chicago Trust Company of New York
Cooper Industries, Inc. Dividend Reinvestment Plan
P. O. Box 2598
Jersey City, New Jersey 07303-2598
Telephone: (201) 324-1225
For hearing impaired: (201) 222-4955
E-mail at [email protected]
Internet at http://www.fctc.com
Be sure to include a reference to the Cooper Industries, Inc. Dividend
Reinvestment and Stock Purchase Plan in your correspondence.
DESCRIPTION OF SECURITIES
The authorized capital stock of Cooper consists of 250,000,000 shares
of Common Stock, 1,340,750 shares of preferred stock with no par value,
2,821,079 shares of preferred stock par value $1.00 per share and 10,000,000
shares of preferred stock par value $2.00 per share. No shares of preferred
stock are currently outstanding. As of March 3, 1997, 112,252,196 shares of
Common Stock were outstanding.
COOPER COMMON STOCK
Each share of Common Stock is entitled to one vote. Subject to rights
of holders of any preferred stock, the holders of Common Stock are entitled to
such dividends as the Board of Directors may declare out of funds legally
available therefor. Upon liquidation, each share of Common Stock would be
entitled to an equal share of all of the assets after payment of creditors and
the payment of any preferred stock and cumulative unpaid dividends thereon.
There are no preemptive rights or redemption rights or redemption, conversion
or sinking fund privileges with respect to the Common Stock. Holders of Common
Stock are not entitled to cumulative voting in the election of directors. All
outstanding shares are, and the shares of Common Stock to be issued upon the
conversion of the 7.05% Convertible Subordinated Debentures will be fully paid
and nonassessable with no personal liability attached to the ownership thereof.
14
<PAGE> 16
Cooper's Code of Regulations provides that directors are to be divided
into three classes, each class to consist of three or more directors, elected
for terms of three years. In addition, Cooper's Articles of Incorporation
contain a fair price provision that requires a higher shareholder vote for
certain transactions than would otherwise be required.
The Transfer Agent and Registrar for the Common Stock is First Chicago
Trust Company of New York.
USE OF PROCEEDS
Cooper has no basis for estimating either the number of shares of the
Common Stock that ultimately will be sold pursuant to the Plan or the prices at
which such shares will be sold. However, Cooper proposes to use the net
proceeds from any sale under this Prospectus of newly issued Common Stock or
from the sale under this Prospectus of the Common Stock in Cooper's treasury
for general corporate purposes.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby was
passed upon by Diane K. Schumacher, Senior Vice President, General Counsel and
Secretary, Cooper Industries, Inc. Ms. Schumacher owns shares of Common Stock
and is eligible to participate in the Plan.
EXPERTS
The consolidated financial statements of Cooper incorporated by
reference in Cooper's Annual Report on Form 10- K for the fiscal year ended
December 31, 1996 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon 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.
15
<PAGE> 17
No person is authorized to give any information or
to make any representations other than those
contained in this Prospectus, and if given or made,
such information or representation must not be
relied upon as having been authorized. This
Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other
than the securities offered by this Prospectus or an
offer to sell or a solicitation of an offer to buy
such securities in any jurisdiction to any person to
whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in the
affairs of Cooper since the date hereof or that the
information herein is correct as of any time since
its date.
TABLE OF CONTENTS
Page
----
Available Information..................... 2
Documents Incorporated by Reference....... 2
The Company............................... 3
The Plan.................................. 4
Description of Securities................. 14
Use of Proceeds........................... 15
Legal Matters............................. 15
Experts................................... 15
COOPER
INDUSTRIES, INC.
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
------------
PROSPECTUS
------------
March 31, 1997
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................... $ 4,063
Legal fees and expenses........................................................... 3,000
Accounting fees................................................................... 3,500
Printing of Registration Statement, Prospectus and related papers................. 3,000
Miscellaneous, including Blue Sky................................................. 2,000
-------
$15,563
=======
</TABLE>
- ----------------
* Estimated
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 provide 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 or her
capacity as a director or officer of the Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 16. LIST OF EXHIBITS.
4.1 - Twenty-Sixth Amended Articles of Incorporation of
Cooper Industries, Inc. (incorporated herein by
reference to Exhibit 3 to Cooper Industries, Inc.
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 dated November 12, 1996).
ii-1
<PAGE> 19
5.1 - Opinion of Diane K. Schumacher, Senior Vice
President, General Counsel and Secretary, Cooper
Industries, Inc., as to the validity of the Common
Stock.
23.1 - Consent of Ernst & Young LLP, independent auditors.
23.2 - Consent of Diane K. Schumacher is included in
Exhibit 5.1.
25.1 - Powers of Attorney.
99.1 - The Plan (incorporated herein by reference to Exhibit
28 to Registration Statement No. 33-37875).
ITEM 17. UNDERTAKINGS.
(a) 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 the
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 the 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 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.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the
ii-2
<PAGE> 20
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant 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
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
ii-3
<PAGE> 21
SIGNATURES
PURSUANT TO THE REQUIREMENT 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 MARCH 31, 1997.
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
--------------------------------------
Diane K. Schumacher
Senior Vice President, General Counsel
and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ H. John Riley, Jr. Director, Chairman of the Board, March 31, 1997
---------------------------------- President and Chief Executive
H. John Riley, Jr Officer (Principal Executive
Officer)
/s/ D. Bradley McWilliams Senior Vice President, Finance March 31, 1997
---------------------------------- (Principal Financial Officer)
D. Bradley McWilliams
/s/ Terry A. Klebe Vice President and Controller March 31, 1997
---------------------------------- (Principal Accounting Officer)
Terry A. Klebe
* Director March 31, 1997
----------------------------------
Warren L. Batts
* Director March 31, 1997
----------------------------------
Clifford J. Grum
* Director March 31, 1997
----------------------------------
Linda A. Hill
* Director March 31, 1997
----------------------------------
Harold S. Hook
* Director March 31, 1997
----------------------------------
Constantine S. Nicandros
* Director March 31, 1997
----------------------------------
Frank A. Olson
* Director March 31, 1997
----------------------------------
John D. Ong
* Director March 31, 1997
----------------------------------
Sir Ralph H. Robbins
* Director March 31, 1997
----------------------------------
A. Thomas Young
*By /s/ Diane K. Schumacher March 31, 1997
------------------------------
Diane K. Schumacher
Attorney-in-fact
</TABLE>
ii-4
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
4.1 - Twenty-Sixth Amended Articles of Incorporation of Cooper Industries, Inc. (incorporated herein by
reference to Exhibit 3 to Cooper Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 dated November 12, 1996).
5.1 - Opinion of Diane K. Schumacher, Senior Vice President, General Counsel and Secretary, Cooper
Industries, Inc.
23.1 - Consent of Ernst & Young LLP, independent auditors.
23.2 - Consent of Diane K. Schumacher is included in Exhibit 5.1.
25.1 - Powers of Attorney.
99.1 - The Plan (incorporated herein by reference to Exhibit 28 to Registration Statement No. 33-37875).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
March 31, 1997
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am Senior Vice President, General Counsel and Secretary for Cooper
Industries, Inc., an Ohio corporation (the "Company"), and am familiar with the
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the registration of 300,000 shares
of the Company's Common Stock, $5.00 par value (the "Shares"), issuable under
and pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). I have examined such certificate, documents and records of the
Company and have made such other investigations as I have deemed necessary in
order to render the opinion hereinafter set forth.
I am of the opinion that Shares, when issued in accordance with the terms of
the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in such Registration Statement and also
to the filing of this opinion as an exhibit to such Registration Statement.
Very truly yours,
/s/ Diane K. Schumacher
Diane K. Schumacher
Senior Vice President,
General Counsel and Secretary
<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 shares of its common stock, par
value $5.00 per share, and to the incorporation by reference therein of our
report dated January 23, 1997, with respect to the consolidated financial
statements of Cooper Industries, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
March 26, 1997
<PAGE> 1
EXHIBIT 25.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Warren L. Batts, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 3rd day of
February, 1997.
/s/ Warren L. Batts
----------------------------
Warren L. Batts
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Clifford J. Grum, a Director
of Cooper Industries, Inc. (the "Company"), have made, constituted and
appointed, and by these presents do make, constitute and appoint, DIANE K.
SCHUMACHER and KAREN E. HERBERT, and each of them, my true and lawful
attorneys, for me and in my name, place and stead, and in my office and
capacity as aforesaid, to sign and file with the Securities and Exchange
Commission a Registration Statement on Form S-3, pursuant to the provisions of
the Securities Act of 1933, covering not more than 300,000 shares of Common
Stock of the Company, in connection with the registration of the Cooper
Industries, Inc. Dividend Reinvestment and Stock Purchase Plan and any and all
amendments or supplements to said Registration Statement and any and all other
documents to be signed and filed in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 4th day of
February, 1997.
/s/ Clifford J. Grum
------------------------------
Clifford J. Grum
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Linda A. Hill, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 2nd day of
February, 1997.
/s/ Linda A. Hill
------------------------------
Linda A. Hill
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Harold S. Hook, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 4th day of
February, 1997.
/s/ Harold S. Hook
----------------------------
Harold S. Hook
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Constantine S. Nicandros, a
Director of Cooper Industries, Inc. (the "Company"), have made, constituted and
appointed, and by these presents do make, constitute and appoint, DIANE K.
SCHUMACHER and KAREN E. HERBERT, and each of them, my true and lawful
attorneys, for me and in my name, place and stead, and in my office and
capacity as aforesaid, to sign and file with the Securities and Exchange
Commission a Registration Statement on Form S-3, pursuant to the provisions of
the Securities Act of 1933, covering not more than 300,000 shares of Common
Stock of the Company, in connection with the registration of the Cooper
Industries, Inc. Dividend Reinvestment and Stock Purchase Plan and any and all
amendments or supplements to said Registration Statement and any and all other
documents to be signed and filed in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 31st day of
January, 1997.
/s/ Constantine S. Nicandros
--------------------------------
Constantine S. Nicandros
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Frank A. Olson, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 4th day of
February, 1997.
/s/ Frank A. Olson
----------------------------
Frank A. Olson
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John D. Ong, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 3rd day of
February, 1997.
/s/ John D. Ong
----------------------------
John D. Ong
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Sir Ralph H. Robins, a
Director of Cooper Industries, Inc. (the "Company"), have made, constituted and
appointed, and by these presents do make, constitute and appoint, DIANE K.
SCHUMACHER and KAREN E. HERBERT, and each of them, my true and lawful
attorneys, for me and in my name, place and stead, and in my office and
capacity as aforesaid, to sign and file with the Securities and Exchange
Commission a Registration Statement on Form S-3, pursuant to the provisions of
the Securities Act of 1933, covering not more than 300,000 shares of Common
Stock of the Company, in connection with the registration of the Cooper
Industries, Inc. Dividend Reinvestment and Stock Purchase Plan and any and all
amendments or supplements to said Registration Statement and any and all other
documents to be signed and filed in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 4th day of
February, 1997.
/s/ Sir Ralph H. Robins
-------------------------------
Sir Ralph H. Robins
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, A. Thomas Young, a Director of
Cooper Industries, Inc. (the "Company"), have made, constituted and appointed,
and by these presents do make, constitute and appoint, DIANE K. SCHUMACHER and
KAREN E. HERBERT, and each of them, my true and lawful attorneys, for me and in
my name, place and stead, and in my office and capacity as aforesaid, to sign
and file with the Securities and Exchange Commission a Registration Statement
on Form S-3, pursuant to the provisions of the Securities Act of 1933, covering
not more than 300,000 shares of Common Stock of the Company, in connection with
the registration of the Cooper Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan and any and all amendments or supplements to said Registration
Statement and any and all other documents to be signed and filed in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming
in all respects all that said attorneys or any of them may or shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 4th day of
February, 1997.
/s/ A. Thomas Young
-----------------------------
A. Thomas Young
