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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) April 3, 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 April 3, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that the Company has
retained Merrill Lynch & Co. to advise the Company on alternatives for exiting
the automotive business.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release Dated April 3, 1998 Titled
"Cooper Industries Considering Options to Exit
Automotive Business."
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: April 3, 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 April 3, 1998
Titled "Cooper Industries Considering Options
to Exit Automotive Business."
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Cooper Industries
P. O. Box 4446
Houston, Texas 77210 EXHIBIT 99.1
[ Cooper Logo]
NEWS
RELEASE
FOR IMMEDIATE RELEASE
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April 3, 1998
Contact: John Breed
(713) 209-8835 (W)
(281) 320-8353 (H)
(281) 382-3150 (Cell)
COOPER INDUSTRIES CONSIDERING OPTIONS
TO EXIT AUTOMOTIVE BUSINESS
HOUSTON, April 3, 1998 -- Cooper Industries, Inc. (NYSE-CBE) today announced
that it has retained Merrill Lynch & Co. to advise Cooper on alternatives for
exiting the automotive business. As part of its engagement, Merrill Lynch will
assist Cooper in evaluating a possible initial public offering and other
alternatives for Cooper's Automotive Products segment that will enhance
shareholder value.
Cooper's Automotive Products segment consists of Cooper Automotive and
Moog Automotive, leading suppliers of aftermarket parts and original equipment
for automobile manufacturers worldwide. Cooper's automotive products include
well-known brands such as Champion spark plugs, Anco wiper products, Wagner
lighting and brake components, EIS brakes, Moog steering and suspension parts,
and Precision universal joints. The Automotive Products segment had 1997
revenues of $1.9 billion.
Automotive Products currently accounts for 34% of Cooper's revenue,
with Cooper's Electrical Products and Tools & Hardware segments accounting for
approximately 52% and 14% of Cooper's total revenue, respectively. Absent the
Automotive Products business, the Electrical Products and Tools & Hardware
segments account for approximately 80% and 20% of Cooper's total revenue,
respectively.
Commenting on the announcement, H. John Riley, Jr., Chairman,
President and Chief Executive Officer of Cooper Industries, said, "Given the
growth potential we foresee in our Electrical Products and Tools & Hardware
segments, we believe that our shareholders would be better served by our
focusing on and growing these core businesses, both internally and through
acquisitions. The result should be enhanced value for our shareholders, our
employees and our customers."
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"The Automotive Products business will continue to focus it management
and financial resources on pursuing actions and programs to improve its
internal operating performance," said Riley. "This focus will enable our
already strong automotive operations to perform even better in the future.
Further, we also expect that a separation would make it easier for the
investment community to analyze and evaluate Cooper's remaining operations as
well as the Automotive Products operations," Riley concluded.
Proceeds from any disposition of Cooper's Automotive Products segment
would likely be used to fund internal growth and acquisitions in Cooper's
Electrical Products and Tools & Hardware operations, a potential repurchase of
Cooper's shares, and other general corporate purposes.
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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