COOPER INDUSTRIES INC
8-K, 1998-06-19
ELECTRIC LIGHTING & WIRING EQUIPMENT
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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)           June 19, 1998
                                                --------------------------------

                           Cooper Industries, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                     Ohio
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


               1-1175                              31-4156620                   
- -------------------------------              -----------------------------------
      (Commission File Number)               (IRS Employer Identification No.)


600 Travis, Suite 5800, Houston, Texas                     7002                
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)


                                 713/209-8400
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

- --------------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)





                                             
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Item 5.  Other Events.

On June 19, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing a downward adjustment to the
Company's earnings estimate for the second quarter of 1998.

Item 7.  Financial Statements and Exhibits.

         Exhibits
         --------
           99.1       Company Press Release Dated June 19, 1998 Titled
                      "Cooper Industries Adjusts Quarterly Earnings Estimate."




                                     -2-
<PAGE>   3

                                   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: June 19, 1998                     /s/Diane K. Schumacher
                                        ----------------------------------
                                        Diane K. Schumacher
                                        Senior Vice President, General
                                        Counsel and Secretary





                                     -3-
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                                 EXHIBIT INDEX


Exhibit No.
- -----------
   99.1                Company Press Release Dated June 19, 1998 Titled "Cooper
                       Industries Adjusts Quarterly Earnings Estimate."






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                         [Printed on Cooper Letterhead]

                                                                    EXHIBIT 99.1

NEWS
RELEASE


FOR IMMEDIATE RELEASE
June 19, 1998

Contact:  John Breed
          (713) 209-8835

COOPER INDUSTRIES ADJUSTS QUARTERLY EARNINGS ESTIMATE

HOUSTON, June 19 -- Cooper Industries, Inc. (NYSE:CBE) announced today that it
expects its earnings for the second quarter to be up modestly as compared to
1997, but lower than previously anticipated.  The company has lowered its
expectations due to reduced overall demand for utility products and hazardous
duty electrical equipment worldwide.  In addition, work stoppages at several
General Motors facilities are now having a negative impact on an already weak
automotive parts market.

     The effects of a continuing lack of large project orders and the
deteriorating economic conditions in Asia are impacting revenues in several of
the Company's businesses.  Specifically, orders and shipments of power
equipment and hazardous duty electrical construction materials are being
postponed, in some cases indefinitely.  The Company is also seeing more
competitive conditions for these same products in domestic markets as utilities
and large industrial customers begin to pare back inventories and capital
spending programs.

    The remaining portions of Cooper's operations continue to perform very well
compared to last year.  Cooper's circuit protection products, lighting
fixtures, and hand and power tools are expected to produce increased revenues
and earnings during this quarter.

    "While we are unsure whether or not these conditions will continue for the
remainder of the year, we have already begun to take steps to moderate the
effects these changing market conditions may have on our performance," said H.
John Riley, Jr., Chairman, President and Chief Executive Officer.  "These
actions include production cutbacks, general expense reductions and accelerated
cost reduction programs.  Taking these actions now should produce further
earnings improvement over the remainder of the year," Riley added.

    Cooper Industries, with 1997 revenues of $5.3 billion, is a diversified,
worldwide manufacturer of electrical products, tools and hardware, and
automotive products.  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 statements 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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