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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) September 28, 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)
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Item 5. Other Events.
On September 28, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that its offer to acquire TLG
plc (Thorn Lighting Group) for approximately $535 million has expired and will
not be extended. The Company announced its offer on September 4, 1998, but a
week later a rival bidder made an offer to acquire TLG plc for approximately
$585 million.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release dated September 28, 1998 titled
"Cooper Industries Will Not Top Rival Bid for Thorn Lighting."
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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: September 28, 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.
99.1 Company Press Release dated September 28, 1998 titled "Cooper Industries
Will Not Top Rival Bid for Thorn Lighting."
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Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
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September 28, 1998
Contact: John Breed
(713) 209-8835 (work)
(281) 381-3150 (cell)
COOPER INDUSTRIES WILL NOT TOP RIVAL BID FOR THORN LIGHTING
HOUSTON, TX, Sept. 28 -- Cooper Industries, Inc. (NYSE:CBE) announced today that
its offer to acquire TLG, plc (Thorn Lighting Group) for approximately $535
million has expired and will not be extended. Cooper's offer was announced on
September 4, 1998, but a $585 million offer for TLG was made a week later by a
rival bidder.
"While we believe that Thorn fits strategically with Cooper, we have
decided that a higher bid for TLG would not provide the return we expect for our
shareholders. We remain committed to acquisitions as a vehicle for growth but
only if they meet our criteria for increasing shareholder value," said H. John
Riley, Jr., Chairman, President and Chief Executive Officer of Cooper
Industries.
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
worldwide web site:
www.cooperindustries.com.
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