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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 4, 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 4, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that the Company and TLG plc
(Thorn Lighting Group) had jointly announced an agreed offer by the Company to
acquire Thorn in a transaction valued at approximately $535 million.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release dated September 4, 1998 titled "Cooper To
Become Worldwide Leader in Lighting Fixtures With Acquisition
of Thorn."
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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 4, 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
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Company Press Release dated September 4, 1998 titled "Cooper To Become
Worldwide Leader in Lighting Fixtures With Acquisition of Thorn."
</TABLE>
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Exhibit 99.1
News
Release
FOR IMMEDIATE RELEASE
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September 4, 1998
Contact: John Breed
(713) 209-8835 (work)
(281) 381-3150 (cell)
COOPER TO BECOME WORLDWIDE LEADER IN LIGHTING FIXTURES WITH ACQUISITION OF THORN
HOUSTON, TX, Sept. 4 -- Cooper Industries (NYSE:CBE) and TLG, plc (Thorn
Lighting Group) today jointly announced an agreed offer by Cooper to acquire
Thorn in a transaction valued at approximately $535 million. The Board of TLG
has recommended that its shareholders accept the terms of Cooper's offer.
"Thorn is an excellent strategic addition to Cooper," said H. John
Riley, Jr., Chairman, President and Chief Executive Officer of Cooper
Industries. "This acquisition will make Cooper a worldwide leader in lighting
fixtures with over $1.7 billion in revenues. Thorn's strong position in the
United Kingdom and Europe and established operations in other international
markets provide an excellent complement to our already significant North
American presence."
Thorn, headquartered in Borehamwood, England, is a leading European
manufacturer of commercial and architectural lighting, used in both indoor and
outdoor applications. Thorn had annual sales of approximately $650 million for
the fiscal year ended March 31, 1998, and employs more than 4,000 people in
Europe, Australia and the Far East. The addition of Thorn's lighting products
complements Cooper's portfolio of well-known lighting brands including Halo,
Metalux, Crouse-Hinds, McGraw-Edison, AtLite and Menvier.
"We see the opportunity to significantly increase Thorn's operating
earnings in a relatively short period of time. The anticipated synergies
resulting from the combination of Thorn and Cooper will yield between $40
million and $50 million in annual savings by the year 2001," said Riley. "As a
result, Cooper expects earnings per share from this transaction will
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approach 20 cents in 1999, 25 cents in 2000, and exceed 30 cents in subsequent
years. Additionally, sales and marketing synergies could provide even greater
opportunities for revenue and earnings growth."
Last month, Cooper announced definitive plans to exit its auto business
and redeploy the anticipated $1.9 billion of proceeds into shareholder
value-enhancing actions. The company announced a $500 million stock repurchase
program in August and has reconfirmed its intent to complete it prior to the
sale of its automotive business. Upon completion of the automotive sale and the
acquisition of Thorn, the company intends to use approximately $500 million to
$600 million to reduce debt. The remaining proceeds will be available for
additional complementary acquisitions and further share repurchases.
"The addition of Thorn is the first major acquisition that we have
announced since disclosing our plans to sell our automotive business and is
another step in the reshaping of Cooper into a higher growth company," Riley
said. "With this acquisition, we anticipate that 1999 revenues for continuing
operations should be more than 15 percent greater than in 1998. Moreover, we
will have significant additional financial capacity to further improve our
prospects for revenue and earnings growth in 1999 and 2000."
The offer to purchase TLG's publicly traded shares will be made by a
subsidiary of Cooper and is subject to a number of conditions including
customary regulatory approvals. The transaction is expected to close in the
fourth quarter.
Thorn will become part of Cooper's Electrical Products segment. Other
operations within the Electrical Products segment manufacture lighting fixtures,
security and fire detection equipment, hazardous duty electrical enclosures,
circuit protection products and electrical power transmission and distribution
equipment.
Cooper Industries, headquartered in Houston, Texas, had 1997 revenues
of $5.3 billion. As a result of the anticipated divestiture of its automotive
businesses, recent acquisitions and the continued growth of Cooper's ongoing
operations, the company's 1998 revenues are anticipated to be approximately
$4.5 billion. Additional information about Cooper is available on the company's
World Wide Web site: www.cooperindustries.com.
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
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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, and actual results may differ materially. These
factors are discussed in the company's 1997 Annual Report on Form 10-K and other
Securities and Exchange Commission filings. This announcement does not
constitute an offer or an invitation to purchase any securities, directly or
indirectly, in the United States, Canada, Australia or Japan.
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