<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.
DIRECTORS' RETAINER FEE STOCK 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, $5.00 100,000 Shs $64.09(2) $6,409,000 $1,890.66
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 Directors' Retainer Fee Stock 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.
II-4
<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
<PAGE> 7
<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 Directors' Retainer Fee Stock 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.
DIRECTORS' RETAINER FEE STOCK PLAN
1. Purpose. The purpose of the Directors' Retainer Fee Stock Plan (the
"Plan") is to attract, motivate and retain experienced and knowledgeable persons
to serve as directors of Cooper Industries, Inc. (the "Company") and to promote
identification of such directors' interests with those of the Company's
shareholders.
2. Definitions. As used in the Plan:
2.1. "Affiliate" shall have the meaning set forth in Rule 12b-2 under
Section 12 of the Exchange Act.
2.2. "Annual Service Fee" means the annual cash retainer fee payable
to a Nonemployee Director for his or her services on the Board; the annual
retainer fee, if any, payable to a Nonemployee Director for serving as a
chairperson of a committee of the Board; and any fees payable to a
Nonemployee Director for attendance at meetings of the Board or any of its
committees.
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 Schedule
13G.
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 the event set forth in any one of the following
paragraphs shall have occurred:
2.5.1. 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 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 (i) of paragraph 2.5.3 below; or
2.5.2. 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 shareholders 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
2.5.3. 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 (i) 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 (ii) 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
2.5.4. the shareholders 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 shareholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
<PAGE> 2
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 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. "Change in Control Price" means the higher of (i) the Fair Market
Value on the date of determination of the Change in Control or (ii) the
highest price per share actually paid for the Common Stock in connection
with the Change in Control of the Company.
2.7. "Committee" means the Committee on Nominations and Corporate
Governance of the Board.
2.8. "Common Stock" means the Common Stock, par value $5.00 a share,
of the Company.
2.9. "Deferral Election" shall have the meaning set forth in Section 7
hereof.
2.10. "Deferred Shares" shall have the meaning set forth in Section 7
hereof.
2.11. "Deferred Share Account" shall have the meaning set forth in
Section 7 hereof.
2.12. "Dividend Equivalents" shall have the meaning set forth in
Section 8 hereof.
2.13. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
2.14. "Fair Market Value" of a share of Common Stock, as of any date,
means the average of the high and low sales prices of a share of Common
Stock as reported on the Stock Exchange composite tape on the applicable
date, provided that if no sales of Common Stock were made on the Stock
Exchange on that date, the average of the high and low prices as reported
on the composite tape for the preceding day on which sales of Common Stock
were made.
2.15. "Issue Dates" means the last business day of each calendar month
in a Plan Year.
2.16. "Nonemployee Director" means a member of the Board who is not an
employee of the Company or any of its subsidiaries.
2.17. "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
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
2.18. "Plan Year" means the 12-month period commencing May 1 and
ending on the following April 30. The first Plan Year shall commence on May
1, 1998.
2.19. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
(or any successor rule to the same effect).
2.20. "Stock Exchange" means the New York Stock Exchange, Inc.
("NYSE") or, if the Common Stock is no longer included on the NYSE, then
such other market price reporting system on which the Common Stock is
traded or quoted.
2.21. "Voting Stock" means securities entitled to vote in an election
of directors of the Company.
3. Authorized Shares. The total number of shares of the Company's Common
Stock available for issuance under the Plan is 100,000, including Deferred
Shares (as defined below), subject to adjustment pursuant to Section 13 hereof.
Shares available for issuance under the Plan may be authorized and unissued
shares or treasury shares, as the Company may determine from time to time.
4. Administration of the Plan. The Plan shall be administered by the
Committee. The Committee shall, subject to the provisions of the Plan, adopt
such rules as it may deem appropriate in order to carry out the purpose of the
Plan. All questions of interpretation, administration, and application of the
Plan shall be determined by a majority of the members of the Committee, except
that the Committee may authorize any one or more of its members, or any officer
or employee of the Company, to execute and deliver documents on behalf of the
Committee. The determination of
2
<PAGE> 3
such majority shall be final and binding in all matters relating to the Plan. No
member of the Committee shall be liable for any act done or omitted to be done
by such member or by any other member of the Committee in connection with the
Plan, except for such member's own willful misconduct or as expressly provided
by statute. All costs and expenses involved in administration of the Plan shall
be borne by the Company.
5. Participation. Each Nonemployee Director shall be eligible to
participate in the Plan.
6. Election to Receive Common Stock in Lieu of Annual Service Fee. Prior
to the first day of each Plan Year, each Nonemployee Director may make an
election to receive all or a portion of his or her Annual Service Fee for such
Plan Year in Common Stock (a "Stock Election") in lieu of cash. Such shares of
Common Stock shall be transferred in accordance with Section 9 hereof, except to
the extent that a Deferral Election shall be in effect with respect to such
shares or to the extent that Section 12 hereof applies. Any Stock Election shall
be in writing, shall specify the percentage of the Annual Service Fee to be paid
in Common Stock, and shall be irrevocable for the Plan Year for which the Stock
Election is made. Notwithstanding the foregoing, any Nonemployee Director who is
newly elected or appointed to the Board after the first day of a Plan Year may
make the election under this Section 6 upon the date of his or her election or
appointment to the Board with respect to the percentage of the Annual Service
Fee that is payable for the remainder of that Plan Year.
7. Deferral Election. Prior to the first day of each Plan Year, each
Nonemployee Director may make an election to defer the receipt (a "Deferral
Election") of all or any percentage of the shares of Common Stock otherwise
payable to such Nonemployee Director pursuant to Section 6 hereof. In such
event, the Company shall credit to an account (a "Deferred Share Account")
maintained on behalf of such Nonemployee Director, as of the date on which the
shares would otherwise be transferred hereunder, the shares of Common Stock
("Deferred Shares") deferred. Any Deferral Election shall be in writing, shall
specify the percentage of shares to be deferred, and shall be irrevocable for
the Plan Year for which the Deferral Election is made. Notwithstanding the
foregoing, any Nonemployee Director who is newly elected or appointed to the
Board after the first day of a Plan Year may make the election under this
Section 7 upon the date of his or her election or appointment to the Board with
respect to the percentage of the Stock Election that is to be deferred for the
remainder of that Plan Year.
Deferred Shares will be distributed in whole shares of Common Stock and
cash in lieu of fractional shares. At the time of the Deferral Election, the
Nonemployee Director shall elect to receive the Deferred Shares in either a lump
sum or in no more than 10 substantially equal annual installments. The lump sum
will be paid on either (a) the March 1 following the Nonemployee Director's
cessation of service on the Board or (b) a date designated by the Nonemployee
Director on the Deferral Election. Installment payments shall commence on the
March 1 following the Nonemployee Director's cessation of service on the Board
and shall continue on each March 1 until all Deferred Shares are distributed.
All Deferral Elections are subject to Section 12 of this Plan.
In the event of the Nonemployee Director's death before distribution of all
of his or her Deferred Shares, the balance of the Deferred Shares shall be
distributed in a lump sum to the beneficiary or beneficiaries designated in
writing by the Nonemployee Director, or if no designation has been made, to the
estate of the Nonemployee Director.
8. Dividend Equivalents. Deferred Shares shall be credited with an amount
equal to the dividends that would have been paid on an equal number of
outstanding shares of Common Stock ("Dividend Equivalents"). Dividend
Equivalents shall be credited (i) as of the payment date of such dividends, and
(ii) only with respect to Deferred Shares credited to such Nonemployee Director
prior to the record date of the dividend. When credited, Dividend Equivalents
shall be converted into an additional number of Deferred Shares as of the
payment date of the dividend, based on the Fair Market Value on such payment
date. Such Deferred Shares shall thereafter be treated in the same manner as any
other Deferred Shares under the Plan.
9. Transfer of Shares. Shares of Common Stock issuable to a Nonemployee
Director under Section 6 hereof shall be transferred to such Nonemployee
Director on the Issue Dates. The total number of shares of Common Stock to be
transferred shall be determined by the following formula:
% of Stock Election x Monthly Service Fee Payable
-------------------------------------------------------------------
Fair Market Value of a Share of Common Stock on Issue Date
The Company will instruct its registrar to make an entry on the Company's
Shareholder records evidencing that the shares (including any fractional shares)
of Common Stock have been issued as of the Issue Dates.
3
<PAGE> 4
Notwithstanding anything to the contrary herein, if on any Issue Date the
number of shares of Common Stock otherwise issuable to the Nonemployee Directors
shall exceed the number of authorized shares of Common Stock remaining available
under the Plan, the available shares shall be allocated among the Nonemployee
Directors in proportion to the number of shares they would otherwise be entitled
to receive and the remainder of the Nonemployee Directors' Annual Service Fee
shall be payable in cash.
10. Rights as a Shareholder. Except as otherwise expressly provided herein
with respect to Dividend Equivalents, a Nonemployee Director shall have no
rights as a shareholder of the Company with respect to any Common Stock to be
issued under the Plan until he or she becomes the holder of record of such
shares.
11. Vesting. A Nonemployee Director shall be 100% vested in his or her
Deferred Share Account at all times.
12. Change in Control. Upon a Change in Control, all Deferred Shares, to
the extent credited prior to the Change in Control, shall be issued immediately,
or if the Common Stock is no longer trading on the Stock Exchange, shall be paid
immediately in cash. For purposes of this Section 12, the cash equivalent value
of a Deferred Share shall be the Change in Control Price.
13. Effect of Certain Changes in Capitalization. In the event of any
recapitalization, stock split, reverse stock split, stock dividend,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event affecting the
Common Stock, the maximum number or class of shares available under the Plan,
and the number or class of shares of Common Stock to be delivered hereunder
shall be adjusted by the Committee to reflect any such change in the number or
class of issued shares of Common Stock.
14. Term of Plan. The Plan shall become effective on April 30, 1998
provided that the Plan shall have been approved by the Company's shareholders at
the 1998 annual meeting of shareholders. Unless terminated earlier pursuant to
Section 15, the Plan shall have a term of 10 years. Notwithstanding the
foregoing, any Deferral Elections made prior to the termination of the Plan
shall continue in accordance with the terms hereof.
15. Amendment; Termination. The Board may at any time and from time to
time alter, amend, or terminate the Plan in whole or in part; provided, however,
that no such action shall, without the consent of a Nonemployee Director, affect
the rights of such Nonemployee Director in any Common Stock issued to or
deferred by such Nonemployee Director under the Plan, and provided, further that
no amendment shall be effective prior to approval by the Company's shareholders
to the extent such approval is then required by law, rule or regulation or
pursuant to Rule 16b-3 in order to preserve the exemption provided by Rule
16b-3.
16. Rights of Directors. Nothing contained in the Plan shall confer upon
any Nonemployee Director any right to continue in the service of the Company as
a director.
17. Government and Other Regulations. The obligations of the Company to
deliver shares under the Plan shall be subject to all applicable laws, rules and
regulations and such approvals by any government agency as may be required,
including, without limitation, compliance with the Securities Act of 1933, as
amended.
18. Nontransferability. The rights and benefits under the Plan shall not
be transferable by a Nonemployee Director other than by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
19. Withholding. To the extent required by applicable federal, state,
local, or foreign law, a Nonemployee Director shall make arrangements
satisfactory to the Company for the payment of any withholding tax obligations
that arise in connection with the Plan. The Company shall not be required to
issue any Common Stock under the Plan until such obligations are satisfied. A
Nonemployee Director may satisfy any such withholding obligation by (i) having
the Company retain the number of shares of Common Stock or (ii) tendering the
number of shares of Common Stock, in either case, whose Fair Market Value equals
the amount required to be withheld.
20. Governing Law. To the extent that federal laws do not otherwise
control, the Plan and all rights hereunder shall be construed in accordance with
and governed by the laws of the State of Ohio.
21. Headings. The headings of sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.
4
<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 100,000 shares
of the Company's Common Stock, $5.00 par value (the "Shares"), issuable
pursuant to the Company's Directors' Retainer Fee Stock 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
Directors' Retainer Fee Stock 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
