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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) August 18, 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 August 18, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that it had signed an
agreement to sell its automotive business to Federal-Mogul Corporation for
approximately $1.9 billion.
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Company Press Release Dated August 18, 1998 Titled "Cooper
to Sell Automotive Business to Federal-Mogul for $1.9 Billion."
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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: August 18, 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 August 18, 1998 Titled "Cooper to
Sell Automotive Business to Federal-Mogul for $1.9 Billion."
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Exhibit 99.1
News
Release
FOR IMMEDIATE RELEASE
August 18, 1998
Contact: John Breed Phyllis Piano
713-209-8835 713-209-8415
281-381-3150 (cell phone) 281-496-1975 (home)
COOPER TO SELL AUTOMOTIVE BUSINESS TO FEDERAL-MOGUL FOR $1.9
BILLION
HOUSTON, TEXAS, August 18, 1998 -- Cooper Industries, Inc. (NYSE: CBE) announced
today that it has signed an agreement to sell the company's automotive business
to Federal-Mogul Corporation (NYSE: FMO) for approximately $1.9 billion. The
sale, which is subject to government approvals and certain other closing
conditions, is expected to be completed by early in the fourth quarter.
"We are pleased with this agreement, which will conclude our efforts to
exit this business in a way that provides a positive outcome for our
shareholders and our automotive employees and customers," said H. John Riley,
Jr., Chairman, President and Chief Executive Officer of Cooper Industries.
"This action represents another important step in the reshaping of
Cooper into a higher-growth, more profitable company. Over the last several
years we've positioned Cooper for success by divesting cyclical and
slower-growth businesses and completing a number of strategic acquisitions. With
today's announcement, our focus will be on growing our remaining electrical and
tools and hardware product lines as quickly, and as profitably, as possible. As
we have said in the past, the proceeds from this sale will be used to repurchase
shares, pay down debt and make value-adding acquisitions. The result will be a
much stronger Cooper Industries."
In anticipation of the completion of the sale of the automotive
business, Cooper announced on August 5 that its Board of Directors authorized a
$500 million stock repurchase program. Cooper currently expects to be able to
complete the purchases before the closing of
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the automotive transaction. After debt repayments and the purchases of shares
under the current authorization are complete, Cooper will evaluate the
opportunity for additional share repurchases based on the availability of
suitable acquisitions, market conditions and other business needs.
"We expect to emerge from this last step of our transformation poised
for great success in 1999. The sale of our automotive business will provide
ample resources for us to maintain a healthy balance sheet, make significant
acquisitions, and invest in the growth of our market-leading businesses," Riley
said.
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, Moog steering and suspension parts and Precision
universal joints. The Automotive Products segment had 1997 revenues of $1.9
billion and operating earnings of $187 million before nonrecurring charges. Both
Cooper Automotive and Moog Automotive are headquartered in St. Louis, Missouri.
After the completion of the sale, Cooper will focus on growing its two
remaining segments: Electrical Products and Tools & Hardware. Combined 1997
revenues for ongoing operations for these segments were $3.3 billion, with
ongoing operating earnings of $561 million before nonrecurring gains and
charges. The businesses in the Electrical Products segment manufacture
electrical and circuit protection products for use worldwide in industrial,
commercial and residential construction, maintenance and repair. The segment
also manufactures products for use by utilities and other companies for primary
electrical power transmission and distribution. Some of the major products in
this business segment include Buss and Edison fuses; Crouse-Hinds and CEAG
electrical construction materials; Crouse-Hinds, Fail-Safe, Halo and Metalux
lighting fixtures; Kyle distribution switchgear; and McGraw-Edison and RTE power
and distribution transformers and related products.
The businesses in the Tools & Hardware segment manufacture and market
products for use in industrial, commercial, and residential construction,
maintenance and repair, and for general industrial and consumer use. Some of the
well-known products in this business
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segment are Campbell chain; Crescent wrenches; Lufkin measuring tapes; Nicholson
files and saws; Plumb hammers; and Weller soldering equipment. The segment also
includes Buckeye, DGD, Dotco, Cleco, Quackenbush, Airetool, Master Power and
Gardner-Denver power tools and assembly equipment.
Cooper Industries had 1997 revenues of $5.3 billion. Additional
information about Cooper is available on the company's World Wide Web site:
www.cooperindustries.com.
Headquartered in Southfield, Michigan, Federal-Mogul is a $5 billion
automotive parts manufacturer providing innovative solutions and systems to
global customers in the automotive, light truck, heavy-duty, farm and industrial
markets. The company was founded in 1899 and has 41,000 employees worldwide.
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 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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