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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 9, 1998
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Cooper Industries, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
1-1175 31-4156620
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(Commission File Number) (IRS Employer Identification No.)
600 Travis, Suite 5800, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
713/209-8400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On October 9, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that the Company has
completed the sale of its automotive business to Federal-Mogul Corporation for
$1.9 billion. The Company also announced it has
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recently completed a $500 million stock repurchase program, authorized in
August, in anticipation of the sale of its automotive business.
Item 5. Other Events.
On October 9, 1998, the Company issued another press release attached hereto as
Exhibit 99.2 announcing that Steven L. Sisney has been appointed President of
Crouse-Hinds, a division of the Company. Sisney replaces William M. Tuck, who
is retiring.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release dated October 9, 1998 titled
"Cooper Industries Completes Sale of Automotive
Business, $500 Million Share Buyback."
99.2 Company Press Release dated October 9, 1998 titled
"Sisney Appointed President of Crouse-Hinds."
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COOPER INDUSTRIES, INC.
(Registrant)
Date: October 9, 1998 /s/ Diane K. Schumacher
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Diane K. Schumacher
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No.
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99.1 Company Press Release dated October 9, 1998 titled "Cooper
Industries Completes Sale of Automotive Business,
$500 Million Share Buyback."
99.2 Company Press Release dated October 9, 1998 titled "Sisney
Appointed President of Crouse-Hinds."
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EXHIBIT 99.1
News
Release
FOR IMMEDIATE RELEASE
October 9, 1998
Contact: Lisa Prine
(713) 209-8632
COOPER INDUSTRIES COMPLETES SALE OF AUTOMOTIVE BUSINESS,
$500 MILLION SHARE BUYBACK
HOUSTON, TX, Oct. 9 -- Cooper Industries, Inc. (NYSE:CBE) today announced the
completion of the sale of its automotive products business to Federal-Mogul
Corporation (NYSE:FMO) for $1.9 billion. In 1997, Cooper's automotive business
had revenues of almost $1.9 billion and operating income of approximately $190
million before nonrecurring items.
Cooper also announced it has recently completed a $500 million stock
repurchase program, authorized in August, in anticipation of the sale of its
automotive business. During 1998, Cooper has reduced its shares outstanding by
11% to approximately 107 million at the end of the third quarter.
"The balance of the $1.9 billion in proceeds received from the sale of
our automotive business will provide ample resources to help us achieve
immediate and long-term improvements in shareholder value," said H. John Riley,
Jr., Cooper's Chairman, President and Chief Executive Officer.
"We plan to use the proceeds to reduce debt and continue to make
value-adding complementary acquisitions. Additionally, a new stock buyback
program will likely be initiated before year-end to use the proceeds not
designated for debt repayment or future acquisitions. These actions reflect
both our confidence in the company's growth potential and our commitment to
enhancing shareholder value," Riley said.
Cooper Industries, a manufacturer of electrical products, tools and
hardware, is headquartered in Houston, Texas, and had 1997 revenues of $5.3
billion. Additional information about Cooper is available on the company's
World Wide Web site: www.cooperindustries.com.
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Statements in this news release are forward-looking under the Private
Securities Litigation Reform Act of 1995. These statements are subject to
various risks and uncertainties, many of which are outside the control of the
company, such as the level of market demand for the company's products,
competitive pressures and future economic conditions. These factors are
discussed in the company's 1997 Annual Report on Form 10-K and other Securities
and Exchange Commission filings.
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EXHIBIT 99.2
News
Release
FOR IMMEDIATE RELEASE
October 9, 1998
Contact: Lisa Prine
(713) 209-8632
SISNEY APPOINTED PRESIDENT OF CROUSE-HINDS
HOUSTON, TX, Oct. 9 -- Steven L. Sisney has been appointed President of
Crouse-Hinds, a division of Cooper Industries (NYSE:CBE). He reports to Ralph
E. Jackson, Jr., Executive Vice President for Cooper's Electrical Products
segment. Sisney replaces William M. Tuck, 62, who is retiring after almost 40
years with the company.
Sisney, 37, had been Vice President, Finance & Planning for
Crouse-Hinds since 1995. He joined Cooper in 1987 and has held several
corporate and operational management assignments. Sisney holds a B.S. degree
in industrial engineering from Texas A&M University and an M.B.A. from Harvard
University.
Crouse-Hinds, a division of Cooper Industries, manufactures electrical
products for light and heavy industrial applications, including fittings,
enclosures, motor controls, lighting, plugs and intrinsically safe equipment
for abusive, hazardous or corrosive environments. Headquartered in Syracuse,
New York, Crouse-Hinds has manufacturing facilities in eight domestic and seven
international locations. Cooper Industries is a diversified, worldwide
manufacturer of electrical products, tools and hardware. Additional
information about Cooper is available on the company's World Wide Web site:
www.cooperindustries.com.
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