<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1998
Registration No.
------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COOPER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-4156620
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
600 Travis, Suite 5800 77002
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED MANAGEMENT ANNUAL INCENTIVE PLAN
(Full Title of the Plan)
--------------------
Diane K. Schumacher
Senior Vice President, General Counsel
and Secretary
600 Travis, Suite 5800
Houston, Texas 77002
(Name and Address of Agent for Service)
[713] 209-8400
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 500,000 Shs $64.09(2) $32,045,000 $9,453.28
Par Value
===============================================================================================
</TABLE>
(1) Includes an undeterminable number of additional shares which may become
issuable pursuant to antidilution provisions of the Plan.
(2) Average of high and low prices of such stock on the New York Stock Exchange
on April 27, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Cooper Industries, Inc. ("Cooper" or
"Company"), are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the year ended December 31, 1997; (b) Current
Report on Form 8-K dated January 26, 1998; (c) Current Report on Form 8-K dated
February 2, 1998; (d) Current Report on Form 8-K dated April 3, 1998; (e)
Current Report on Form 8-K dated April 22, 1998; and (f) the descriptions of
Cooper's Common Stock, par value $5.00 per share, and associated preferred stock
purchase rights set forth in the Registration Statements on Form 8-A filed
December 23, 1974 and August 15, 1997, respectively, including any amendment or
report filed for the purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold or
that deregisters all securities registered hereunder that remain unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of Cooper for the year ended
December 31, 1997, incorporated by reference in Cooper's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, 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.
The opinion as to the legality of the securities registered hereunder
is being given by Diane K. Schumacher, Senior Vice President, General Counsel
and Secretary of the Company. Ms. Schumacher is the beneficial owner of 7,035
shares of the Company's Common Stock (including 522 shares the receipt of which
has been deferred pursuant to the Company's Amended and Restated Management
Annual Incentive Plan) and holds options to purchase 32,600 shares of the
Company's Common Stock.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation. The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.
In addition, on February 17, 1987 the Board of Directors authorized the
Company to enter into indemnification agreements with the directors and certain
officers that may be designated from time to time by the Board of Directors. The
Board's action was approved by the shareholders at their Annual Meeting on April
28, 1987. The indemnification agreements contain provisions for indemnification
against expenses, judgments, fines and settlements in connection with threatened
or pending litigation, inquiries or investigations that arise out of the
director's or officer's acts or omissions in his or her capacity as a director
or officer of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of Exhibits filed with this Registration
Statement:
4.1 Twenty-Seventh Amended Articles of Incorporation of the
Company(incorporated herein by reference to Exhibit 3.1 to the
Company's Form 8-K dated August 5, 1997).
4.2 Rights Agreement dated as of August 5, 1997 between the
Company and First Chicago Trust Company of New York, as Rights
Agent (incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 8-A filed with the
Commission on August 15, 1997).
4.3 Amended and Restated Management Annual Incentive Plan.
5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of the Company's Board of
Directors (included on pages II- 5 and II-6).
II-2
<PAGE> 4
Item 9. Undertakings.
"The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (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; and (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 (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to 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; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 5
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on April 28, 1998.
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. Each person whose signature appears below
hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of them,
with full power of substitution, to execute in the name and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<S> <C> <C>
/s/ H. JOHN RILEY, JR. Chairman, President and April 28, 1998
- ------------------------------ Chief Executive Officer
H. John Riley, Jr. (Director and Principal
Executive Officer)
/s/ D. BRADLEY MCWILLIAMS Senior Vice President and April 28, 1998
- ------------------------------ Chief Financial Officer
D. Bradley McWilliams (Chief Financial Officer)
/s/ TERRY A. KLEBE Vice President and Controller April 29, 1998
- ------------------------------ (Chief Accounting Officer)
Terry A. Klebe
/s/ WARREN L. BATTS Director April 28, 1998
- ------------------------------
Warren L. Batts
</TABLE>
II-5
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<TABLE>
<S> <C> <C>
/s/ALAIN J.P. BELDA Director April 28, 1998
- ------------------------------
Alain J.P. Belda
/s/ROBERT M. DEVLIN Director April 28, 1998
- ------------------------------
Robert M. Devlin
/s/CLIFFORD J. GRUM Director April 28, 1998
- ------------------------------
Clifford J. Grum
/s/ LINDA A. HILL Director April 28, 1998
- ------------------------------
Linda A. Hill
/s/ HAROLD S. HOOK Director April 28, 1998
- ------------------------------
Harold S. Hook
/s/ CONSTANTINE S. NICANDROS Director April 28, 1998
- ------------------------------
Constantine S. Nicandros
- ------------------------------ Director April _____, 1998
Frank A. Olson
/s/ JOHN D. ONG Director April 28, 1998
- ------------------------------
John D. Ong
/s/ SIR RALPH H. ROBINS Director April 28, 1998
- ------------------------------
Sir Ralph H. Robins
/s/ JAMES R. WILSON Director April 28, 1998
- ------------------------------
James R. Wilson
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Twenty-Seventh Amended Articles of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1
to the Company's Form 8-K dated August 5, 1997).
4.2 Rights Agreement dated as of August 5, 1997 between the
Company and First Chicago Trust Company of New York, as
Rights Agent (incorporated herein by reference to Exhibit
4.1 to the Company's Registration Statement on Form 8-A
filed with the Commission on August 15, 1997).
4.3 Amended and Restated Management Annual Incentive Plan.
5.1 Opinion of Diane K. Schumacher as to legality of
securities being issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of the Company's Board of
Directors (included on Pages II-5 and II- 6).
</TABLE>
II-7
<PAGE> 1
Exhibit 4.3
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
MANAGEMENT ANNUAL INCENTIVE PLAN
I. PURPOSE OF THE PLAN
The Cooper Industries, Inc. Amended and Restated Management Annual Incentive
Plan is intended to provide Cooper Industries, Inc. ("the Company") a means by
which it can engender and sustain a sense of personal commitment on the part of
its senior executives in the continued growth, development and financial success
of the Company and encourage them to remain with and devote their best efforts
to the business of the Company, thereby advancing the interests of the Company
and its shareholders. Accordingly, the Company may award to senior executives
annual incentive compensation on the terms and conditions established herein.
The total number of shares of Common Stock available for issuance under this
Plan is 500,000, subject to adjustment in the event of any change in the number
of outstanding shares by reason of a stock dividend, stock split,
recapitalization or similar corporate change. Shares available for issuance
under this Plan may be authorized and unissued shares or treasury shares, as the
Company may determine from time to time.
II. DEFINITIONS
2.1 "Affiliates" shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act.
2.2 "Annual Incentive Award" or "Award" means the compensation payable in
cash or Shares granted under the Plan to a Participant by the Committee pursuant
to such terms, conditions, restrictions and limitations established by the
Committee and the Plan.
2.3 "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under
the Exchange Act, except that a Person shall not be deemed to be the Beneficial
Owner of any securities which are properly filed on a Form 13-G.
2.4 "Board" means the Board of Directors of the Company.
2.5 For all purposes of the Plan, a "Change in Control" shall be deemed to
have occurred if any of the following events shall have occurred:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such
Person any securities acquired directly from the Company or its
affiliates) representing
<PAGE> 2
20% or more of the combined voting power of the Company's then
outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause
(a) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so
approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), at least 60% of the
combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to implement
a recapitalization of the Company (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially
Owned by such Person any securities acquired directly from the Company
or its Affiliates) representing 20% or more of the combined voting power
of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 60% of the combined voting power of the
voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate
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<PAGE> 3
ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.
2.6 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
2.7 "Commission" means the Securities and Exchange Commission.
2.8 "Committee" means the Management Development and Compensation Committee
of the Board, or such other committee designated by the Board to administer the
Plan, provided that the Committee shall consist of three or more persons each of
whom is an "outside director" within the meaning of Section 162(m) and a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange Act.
2.9 "Employee" means an employee of the Company or any of its subsidiaries
or affiliates.
2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
2.11 "Participant" means a Senior Executive Officer of the Company who is
selected by the Committee to participate in the Plan.
2.12 "Plan" means the Cooper Industries, Inc. Amended and Restated
Management Annual Incentive Plan (dated November 7, 1995, as amended effective
February 11, 1998, subject to approval by the shareholders of the Company).
2.13 "Performance Goals" shall be defined as the performance criterion or
criteria established by the Committee, pursuant to Section V hereof, for the
purpose of determining Awards under the Plan.
2.14 "Performance Period" means the consecutive 12 month period that
constitutes the Company's fiscal year.
2.15 "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Affiliates, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
2.16 "Section 162(m)" means Section 162(m) of the Code and the regulations
promulgated thereunder.
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<PAGE> 4
2.17 "Senior Executive Officer" means the Chairman; Chief Executive
Officer; any Executive Vice President, Operations; any Senior Vice President; or
any other senior officer reporting directly to the Chief Executive Officer.
2.18 "Voting Stock" means securities entitled to vote in an election of
Directors of the Company.
2.19 "Shares" shall mean the shares of Common Stock, par value $5.00 a
share, of the Company and other such securities of the Company as the Committee
may from time to time determine.
III. ADMINISTRATION
3.1 The overall administration of the Plan, including the final
determination of Awards to each Participant, is vested in the Committee.
3.2 Determinations of the Committee in administering the Plan shall be
final and binding upon all Participants.
IV. ELIGIBILITY
Participation in the Plan shall be limited to Senior Executive Officers.
Participants will be selected for participation annually by the Committee not
later than 90 days after the commencement of the Performance Period. The
Committee may withdraw its approval for participation in the Plan for a
Participant at any time. In the event of such withdrawal, such Participant shall
cease to be a Participant as of the date designated by the Committee and the
employee shall be notified of such withdrawal as soon as practicable following
such action. Further, such Employee shall cease to have any right to an Award
for the Performance Period in which such withdrawal is effective; provided,
however, that the Committee may, in its sole discretion, authorize a prorated
award based on the number of full months of participation prior to the effective
date of such withdrawal and the Company's performance during such period.
V. PERFORMANCE GOALS AND MEASURES
5.1 Performance Goals shall be established by the Committee not later than
90 days after commencement of the Performance Period relating to a specific
Award. The Performance Goals may be identical for all Participants or, at the
discretion of the Committee, may be different to reflect more appropriate
measures of individual performance. The criterion or criteria used in
establishing Performance Goals may, at the discretion of the Committee, include
one or any combination of the following: (i) the Company's return on equity,
assets, capital or investment; (ii) pre-tax or after-tax profit levels expressed
in absolute dollars or earnings per share of the Company; or (iii) cash flow or
similar measure. The Performance Goals established by the Committee shall
include a threshold level of performance below which no Award will be payable
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<PAGE> 5
and a maximum Award opportunity for each Senior Executive Officer. The
determination of attainment of the Performance Goals shall be determined in
accordance with generally accepted accounting principles and certified in
writing by the Committee.
5.2 The Committee shall be authorized to make adjustments in the method of
calculating attainment of Performance Goals in recognition of: (i) extraordinary
or non-recurring items, (ii) changes in tax laws, (iii) changes in generally
accepted accounting principles or changes in accounting policies, (iv) charges
related to restructured or discontinued operations, (v) restatement of prior
period financial results, and (vi) any other unusual, non-recurring gain or loss
that is separately identified and quantified in the Company's financial
statements. Notwithstanding the foregoing, the Committee may, at its sole
discretion, reduce the performance results upon which Awards are based under the
Plan, to offset any unintended result(s) arising from events not anticipated
when the Performance Goals were established, provided that such adjustment is
permitted by Section 162(m).
VI. AWARDS
6.1 Awards under the Plan shall be paid in cash or Shares, or a combination
of cash and Shares, as provided in Sections 6.3 and 6.4.
6.2 At the first meeting of the Committee after the expiration of the
Performance Period, the Committee shall review the prior year's performance in
relation to the Performance Goals and determine the level of achievement of the
Performance Goals. Payment of Annual Incentive Awards to Participants under the
Plan shall occur only after the Committee has certified in writing that the
Performance Goals have been achieved for the relevant Performance Period.
Notwithstanding the attainment of Performance Goals for the Company as a whole,
Awards for individual Participants under the Plan may be denied or adjusted
downward by the Committee, in its sole judgment, based on its assessment of the
Participant's performance. The maximum Annual Incentive Award that may be
granted to a Senior Executive Officer under the Plan for any Performance Period
shall be $1.5 million.
6.3 The Committee in its sole discretion may determine to pay any earned
Annual Incentive Awards in cash or Shares or a combination of cash and Shares.
6.4 A Participant may request to have all or a portion of the Annual
Incentive Award, when earned, paid in Shares. Such request shall be made by
delivering to the Company at the office of its Secretary a notice setting forth
that portion (expressed as a percentage) of the Award for which the Participant
desires to receive Shares. The Committee shall consider the request and have
absolute discretion to determine the extent to which the request shall be
approved.
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<PAGE> 6
6.5 With respect to any Awards paid in Shares, the number of Shares to be
paid shall be determined by dividing the amount of the Award to be paid in
Shares by the fair market value of a Share on the date the Committee approves
the Award pursuant to Section 6.2. Only whole Shares will be distributed;
fractional Shares will be paid in cash.
6.6 Shares will be issued to the Participant as soon as practicable after
the Committee makes its determination under Section 6.2, unless the Participant
elects to defer receipt of all or a portion of the Annual Incentive Award that
is to be paid in Shares as provided in Section 7.2.
VII. DEFERRALS AND SETTLEMENTS
7.1 The Committee may permit Participants to elect to defer receipt of all
or a portion of the Annual Incentive Award under administrative policies
established pursuant to the Company's Management Incentive Compensation Deferral
Plan. It also may provide that amounts be credited with interest.
7.2 If the Participant elects to defer the receipt of Shares, the Shares
shall be credited to a deferral account in the Participant's name and shall be
credited with all dividends or other distributions, as and when paid by the
Company with respect to Shares. Accrued dividends shall be credited with
interest. Until the Shares are issued to the Participant, the Participant shall
have no other rights as a shareholder of the Company. Upon a Change in Control,
any Shares credited to a Participant's deferral account shall be issued
immediately.
VIII. WITHHOLDING TAXES
The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law.
IX. NO RIGHT TO CONTINUED EMPLOYMENT OR AWARDS
No person shall have any claim or right to be granted an Award, and the
granting of an Award shall not be construed as giving a Participant the right to
be retained in the employ of the Company or any of its subsidiaries. Further,
the Company and its subsidiaries expressly reserve the right at any time to
terminate the employment of any Participant free from any liability under the
Plan; except that a Participant, who meets or exceeds the Performance Goals for
the Performance Period and was actively employed for the full term of the
Performance Period, will be eligible for an Award even though the Participant is
not an active employee of the Company at the time the Committee grants Awards
under the Plan.
X. CHANGE IN CONTROL
Immediately upon a Change in Control, all outstanding Awards shall be
deemed earned at the maximum Performance Goal level and the Company shall make a
payment in cash to each
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<PAGE> 7
Participant within ten (10) days after the effective date of the Change in
Control in the amount of such maximum Award. The granting of Awards under the
Plan shall in no way affect the right of the Company to adjust, reclassify,
reorganize, or otherwise change its capital or business structure, or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any portion of its
businesses or assets.
XI. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
The Board may amend, modify, suspend or terminate this Plan for any purpose
except that no amendment or alteration shall be effective prior to approval by
the Company's shareholders to the extent such approval is then required pursuant
to Section 162(m) or otherwise required as a matter of law. Further, no
amendment to the Plan shall be effective that would (i) increase the maximum
amount that can be paid to a Participant under the Plan; (ii) change the
performance criterion or criteria set forth in Section V hereof for payment of
Awards; or (iii) modify the eligibility requirements for Participants in the
Plan unless first approved by the Company's shareholders.
XII. GOVERNING LAW
The validity, construction and effect of the Plan and any actions taken or
relating to the Plan shall be determined in accordance with the laws of the
State of Ohio and applicable Federal law.
XIII. OTHER BENEFIT AND COMPENSATION PROGRAMS
Unless otherwise specifically provided to the contrary in the relevant
plan, program or practice Awards received by Participants under the Plan shall
not be deemed a part of a Participant's regular, recurring compensation for
purposes of calculating payments or benefits under any other Company benefit
plan, program or practice or any severance policy of the Company. Further, the
Company may adopt other compensation programs, plans or arrangements for
employees below the level of Senior Executive Officer as it deems necessary and
appropriate.
XIV. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of a Participant,
including, without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.
XV. EFFECTIVE DATE
This Plan shall be effective as of the date it is approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the Company's shareholders at
the annual meeting of the Company's shareholders
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<PAGE> 8
held in 1996. If the shareholders of the Company shall fail to approve this Plan
prior to such date, this Plan shall terminate and cease to be of any further
force or effect. Subject to earlier termination pursuant to Section XI, the Plan
shall have a term of five years from its effective date. After termination of
the Plan, no future Awards may be granted.
XVI. INTERPRETATION
The Plan is designed to comply with Section 162(m) of the Code, and all
provisions hereof shall be construed in a manner consistent with that intent.
-8-
<PAGE> 1
[Printed on Cooper Letterhead]
Exhibit 5.1
April 28, 1998
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-8 (the "Registration Statement") under the Securities Act of
1933, as amended, covering the registration of 500,000 shares of the Company's
Common Stock, $5.00 par value (the "Shares"), issuable pursuant to the Company's
Amended and Restated Management Annual Incentive Plan (the "Plan"). I have
examined such certificates, documents and records of the Company and have made
such other investigations as I have deemed necessary in order to render the
opinion hereinafter set forth.
I am of the opinion that Shares issued pursuant to the Plan are duly authorized
and duly reserved for issuance pursuant to the Plan, and, when issued 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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8) pertaining to the
Amended and Restated Management Annual Incentive Plan of Cooper Industries, Inc.
and to the incorporation by reference therein of our report dated January 23,
1998 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, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
April 27, 1998
