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SIGNATURES
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) December 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.
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On December 28, 1998, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing that it will be implementing
cost-cutting measures including the consolidation of manufacturing operations,
relocation of production positions and reduction of general and administrative
expenses company-wide.
The Company has given notice to the holders of its 6% Exchangeable Notes Due
January 1, 1999 ("DECS"), that the Company irrevocably elects to deliver shares
of Common Stock, par value $1.00 per share, of Wyman-Gordon Company ("W-G
Shares"), upon the mandatory exchange of the principal amount of the DECS on
January 1, 1999. Accordingly, the holders of the outstanding $189 million
principal amount of the DECS will receive 14,000,000 W-G Shares from the Company
upon exchange of the DECS on January 1, 1999.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Company Press Release Dated December 28, 1998 titled "Cooper
Industries Moves to Improve Long-Term Competitive Position."
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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: December 29, 1998 /s/ TERRANCE V. HELZ
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Terrance V. Helz
Associate General Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit No.
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99.1 Company Press Release Dated December 28, 1998 titled "Cooper
Industries Moves to Improve Long-Term Competitive Position."
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COOPER INDUSTRIES
P.O. Box 4446
Houston, Texas 77210-4446
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
December 28, 1998
Contact: John Breed
(713) 209-8835
(281) 381-3150 (cell)
COOPER INDUSTRIES MOVES TO IMPROVE LONG-TERM COMPETITIVE POSITION
PLANT CONSOLIDATIONS AND OTHER ACTIONS TO TRIM 1,000 JOBS
HOUSTON, TX, Dec. 28 -- Cooper Industries, Inc. (NYSE:CBE) announced today that
it will be implementing additional strategic actions that will increase earnings
and cash flow and otherwise enhance the company's long-term competitive
position. These actions include the further consolidation of manufacturing
operations, relocation of a substantial number of production positions to
lower-cost locations and reduction of general and administrative expenses
company-wide.
"As we look to the future, the changes we've announced today are necessary
for us to effectively compete," said H. John Riley, Chairman, President and
Chief Executive Officer. "Over the last several years, we've made considerable
progress in reshaping Cooper into a company focused on our higher growth and
less volatile electrical and tools and hardware businesses. These actions are
a continuation of that effort, enhancing our ability to continue the industry-
leading performance of our electrical products businesses and improve the
competitiveness of our tools and hardware operations," Riley said.
The company will take a charge in the fourth quarter to cover the expenses
of the program. The charge will be more than offset by a gain to be recognized
in the fourth quarter from the transfer of the company's Wyman-Gordon common
stock in settlement of its DECS (Debt Exchangeable for Common Stock). The
associated cost savings are expected to have an impact on Cooper's operating
expenses beginning in the second quarter of 1999, with full benefits expected
to be realized in 2000.
Cooper's plans target the elimination of 1,000 positions throughout the
company's worldwide operations during the next 12 to 18 months, including a
reduction of about 350 jobs in
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the first quarter of 1999. To achieve this goal, the company will use a
combination of voluntary and involuntary separations.
Cooper has established a voluntary termination program that will be offered
to eligible employees at certain company locations. The program includes an
enhanced severance package and other benefits to ease the transition. Other
employees whose employment is terminated as a result of the company's actions
will also be eligible for severance benefits, in accordance with the company's
policy.
Manufacturing consolidation plans will include the elimination of more than
a dozen facilities throughout the company's worldwide operations. Cooper plans
to transfer much of this work to other existing facilities. In some cases, the
manufacture of certain products will be transferred to expanded facilities in
Mexico to improve cost competitiveness.
Cooper Industries, a worldwide manufacturer of electrical products, tools
and hardware, is headquartered in Houston, Texas. 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 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 of Form 10-K and other Securities
and Exchange Commission filings.
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