<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1999
Registration No. 2-33-14542
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 2
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
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
1989 EMPLOYEE STOCK PURCHASE PLAN
-----------------------------
Diane Kosmach 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 of agent for service)
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 Cooper Industries, Inc. Amended and Restated Employee
Stock Purchase Plan
24.1 Powers of Attorney from members of Cooper Industries,
Inc.'s Board of Directors
</TABLE>
2
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SIGNATURES
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 July 21, 1999.
<TABLE>
<S> <C> <C>
COOPER INDUSTRIES, INC.
By /s/ H. John Riley, Jr.
-----------------------------
H. John Riley, Jr.
Chairman of the Board, President
and Chief Executive Officer
Director, Chairman of the Board,
President and Chief
/s/ H. John Riley, Jr. Executive Officer July 21, 1999
- ---------------------------------------------------
H. John Riley, Jr.
Senior Vice President and Chief
/s/ D. Bradley McWilliams Financial Officer July 21, 1999
- ---------------------------------------------------
D. Bradley McWilliams
Vice President and Controller
/s/ Terry A. Klebe (Principal Accounting Officer) July 21, 1999
- ---------------------------------------------------
Terry A. Klebe
*/s/ Warren L. Batts Director July 21, 1999
- ---------------------------------------------------
Warren L. Batts
*/s/ Alain J.P. Belda Director July 21, 1999
- ---------------------------------------------------
Alain J. P. Belda
*/s/ Robert M. Devlin Director July 21, 1999
- ---------------------------------------------------
Robert M. Devlin
*/s/ Clifford J. Grum Director July 21, 1999
- ---------------------------------------------------
Clifford J. Grum
*/s/ Linda A. Hill Director July 21, 1999
- ---------------------------------------------------
Linda A. Hill
</TABLE>
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<TABLE>
<S> <C> <C>
*/s/ Harold S. Hook Director July 21, 1999
- ---------------------------------------------------
Harold S. Hook
*/s/ Constantine S. Nicandros Director July 21, 1999
- ---------------------------------------------------
Constantine S. Nicandros
*/s/ John D. Ong Director July 21, 1999
- ---------------------------------------------------
John D. Ong
*/s/ Sir Ralph H. Robins Director July 21, 1999
- ---------------------------------------------------
Sir Ralph H. Robins
*/s/ Dan F. Smith Director July 21, 1999
- ---------------------------------------------------
Dan F. Smith
*/s/ James R. Wilson Director July 21, 1999
- ---------------------------------------------------
James R. Wilson
* by: /s/ Diane K. Schumacher
----------------------------------
Diane K. Schumacher
Pursuant to Powers of Attorney filed as Exhibit 24.1
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 Cooper Industries, Inc. Amended and Restated Employee
Stock Purchase Plan
*5.1 Opinion of Roger A. Scott as to legality of securities
being issued
*23.1 Consent of Arthur Young & Company
*23.2 Consent of Roger A. Scott (included in Exhibit 5.1).
24.1 Powers of Attorney from members of Cooper Industries,
Inc.'s Board of Directors
</TABLE>
* Previously filed.
5
<PAGE> 1
EXHIBIT 4.1
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
ADOPTED BY THE BOARD OF DIRECTORS NOVEMBER 1, 1988
APPROVED BY THE SHAREHOLDERS APRIL 25, 1989
AMENDED AND RESTATED BY THE
BOARD OF DIRECTORS FEBRUARY 10, 1999
SECTION 1. PURPOSE
The Cooper Industries, Inc. Employee Stock Purchase Plan (the "Plan")
is designed to provide employees of Cooper Industries, Inc. (the "Company") and
its subsidiaries with the opportunity to acquire shares of common stock of the
Company ("Stock"), by granting options to such employees on such dates not later
than July 1, 2003 (each such date is herein referred to as an "Offering Date")
to be exercised on such dates, in each case not later than twenty-seven months
after the related Offering Date (each such date of exercise is herein referred
to as the "Exercise Date") as the Board of Directors of the Company (the
"Board") may from time to time determine. The Plan is intended to constitute an
"employee stock purchase plan" within the meaning of section 423 of the Internal
Revenue Code of 1954, as amended (the "Code").
SECTION 2. ELIGIBLE EMPLOYEES
All persons who on an Offering Date are employees of the Company or of
such of its subsidiary corporations (within the meaning of section 425(f) of the
Code) as may be designated prior to such Offering Date by the Board
("Participating Subsidiaries") will be eligible to participate in the Plan
except for:
(a) directors of the Company or a Participating Subsidiary who are not
employees;
(b) employees who have been continuously employed for less than a
period of time prior to the Offering Date established by the Board (but
in no event shall such period be less than l0 days prior to such
Offering Date);
(c) employees whose customary employment is less than 20 hours per week
or for not more than 5 months in any calendar year; and
(d) any employee who, if granted an option under the Plan, would
immediately after the option is granted own stock equal to 5% or more
of the total combined voting power or value of all classes of stock of
the Company or of its parent or subsidiary corporation (within the
meaning of sections 423(b)(3) and 425(d) of the Code).
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SECTION 3. GRANT OF OPTIONS
3.01. As of each Offering Date, each eligible employee shall be granted
an option to purchase a maximum number of shares of Stock (increased by any
fractional amount required to make a whole share), which number of shares, when
multiplied by the option price described in Section 3.02(a), will most closely
approximate a percentage fixed by the Board prior to such Offering Date of his
base compensation for the period of the Offering, such compensation to be
determined as of January 1 of the calendar year in which the Offering Date
occurs, as follows:
(a) the straight-time hourly wage rate of the employee in effect on
January 1 of that calendar year (in the case of incentive employees,
the average hourly earned rate for the first quarter of that calendar
year) multiplied by 2,080 or by such number as the Board deems to
constitute the number of straight-time hours in a normal work year for
such employee;
(b) the monthly salary of the employee in effect on January 1 of that
calendar year multiplied by 12; or
(c) if the Administrator believes that none of the amounts determined
pursuant to the methods described in (a) and (b) above would properly
reflect the employee's normal compensation for one year, such
compensation determined in a manner the Administrator considers to be
equitable.
The percentage of compensation fixed by the Board shall in no event
exceed 10% of the employee's annual base compensation for each 12 months of the
period of the Offering. For example, the maximum percentage would be 10% of
annual base compensation if the period of the Offering is 12 months, and the
maximum percentage would be 20% of annual base compensation if the period of the
Offering is 24 months.
The number of shares as determined above is subject to possible
adjustment as provided in Sections 3.03 and 5 below.
3.02. The option price for all shares for which options are granted on
an Offering Date will be an amount equal to 85% of the lesser of:
(a) the mean between the high and low quoted selling prices of Stock on
the New York Stock Exchange on the Offering Date, or if there is no
such sale on the Offering Date, then on the most recent preceding day
on which any such sale occurred; or
(b) the mean between the high and low quoted selling prices of Stock on
the New York Stock Exchange on the Exercise Date, or if there is no
such sale on the Exercise Date, then on the most recent preceding day
on which any such sale occurred.
3.03. No employee may be granted an option which permits his rights to
purchase stock
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under the Plan and under all other employee stock purchase plans of the Company
and its parent and subsidiary corporations to accrue at a rate which exceeds
$25,000 of the fair market value of such stock (determined at the time the
option is granted) for each calendar year in which such option is outstanding at
anytime (within the meaning of section 423(b)(8) of the Code).
SECTION 4. ELECTIONS TO PURCHASE SHARES AND PAYROLL DEDUCTIONS
Not later than 45 days after the Offering Date, an employee may elect
to purchase all or part of the shares that he is entitled to purchase with
respect to that Offering Date. Such election shall be made by the execution by
the employee of an approved form authorizing uniform payroll deductions for the
entire term of the offering, beginning on the first day of the second month
following the Offering Date, in such amounts as will in the aggregate equal the
total option price described in Section 3.02(a) of all shares that he has
elected to purchase. The minimum payroll deduction shall be $10 per month. Any
election to purchase may be changed or terminated as hereinafter set forth. With
respect to shares as to which no election to purchase is made by the employee on
or before 45 days after the Offering Date, the option granted to the employee on
that Offering Date shall expire.
SECTION 5. NUMBER OF SHARES OFFERED
5.01. The aggregate number of shares which may be issued under the Plan
is 4,800,000(1) shares of Stock, which shares may be authorized but unissued
shares or treasury shares, or both. The aggregate number of shares for which
options are to be granted on each Offering Date shall be determined by the
Board prior to such Offering Date. Should the total number of shares specified
in all employees' initial elections to purchase as provided in Section 4 with
respect to any Offering Date exceed the aggregate number of shares for which
options are to be granted on that Offering Date, the Company will, on the
Exercise Date, make a pro rata allocation in a uniform manner to all employees
who have remained enrolled in the Plan through the Exercise Date of the
aggregate number of shares for which options were to be granted on such
Offering Date, the initial election to purchase of each such employee will be
cancelled with respect to any shares in excess of the number of shares
allocated to each such employee, written notice will be given to the employee
that his election has become effective for a reduced number of shares and any
excess funds in the employee's accumulated account will be refunded to him.
5.02. The aggregate number of shares which may be issued under the Plan
may be increased to reflect a change in capitalization of the Company, such as a
stock dividend or stock split.
5.03. If, prior to the expiration of an option theretofore granted, the
Company shall effect a subdivision or consolidation of shares of Stock or the
payment of a stock dividend on Stock without receipt of consideration by the
Company, the number of shares of Stock thereafter subject to such option (i) in
the event of an increase in the number of outstanding shares shall be
- --------
(1) Adjusted for two-for-one stock split effective March 20, 1989.
3
<PAGE> 4
proportionately increased, and the option price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the option price per
share shall be proportionately increased.
5.04. If (i) the Company is to be merged into or consolidated with one
or more corporations and the Company is not to be the surviving corporation,
(ii) the Company is to be dissolved and liquidated, (iii) substantially all of
the assets and business of the Company are to be sold, or (iv) there occurs a
"change in control" of the Company, then the Board may, in its sole discretion,
with respect to any or all options then outstanding under this Plan (a) at any
time on or prior to the effective date of such merger, consolidation,
dissolution and liquidation, or sale and at any time on or after a change in
control cause the Exercise Date to be accelerated to a date fixed by the Board
("Acceleration Date") and permit an employee (or his legal representative) to
make a lump-sum deposit prior to the Acceleration Date in lieu of the remaining
payroll deductions or periodic payments which otherwise would have been made,
and upon such Acceleration Date, cancel any unexercised options; or (b) at any
time during the 20-day period ending on the effective date of such merger,
consolidation, dissolution and liquidation or sale or during the 20-day period
beginning on the date of a change in control or, if later, the date the Company
has notice thereof, cancel any option in whole or in part by payment in cash to
the employee of an amount equal to the excess, but only if the amount is
positive, of the fair market value of the Company's Common Stock on the date of
said cancellation over the option price per share times the number of shares
covered by the option or portion thereof so cancelled. For purposes hereof, a
"change in control of the Company" shall be deemed to have occurred if (i) any
"person," as such term is used in sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the
"beneficial owner" (as such term is used in Rule 13d-3 issued under the Exchange
Act), of securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities or (ii) during any
period of two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least three-fourths
thereof unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period.
5.05 Any adjustment provided for in this Section 5 shall be subject to
any required shareholder action. No adjustment shall be made if such adjustment
would result in a modification of an option (within the meaning of section 425
of the Code), or cause such option to fall to continue to qualify as an option
granted under an employee stock purchase plan (within the meaning of section 423
of the Code).
SECTION 6. APPLICATION OF FUNDS
6.01 The Company will establish a stock purchase account for each
employee who elects to purchase shares with respect to an Offering Date (an
"Account"), to which all payroll deductions or cash payments of that employee
with respect to the Offering Date will be credited. No interest will be credited
to the Account.
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6.02. Amounts credited to all Accounts will be under the control of the
Company, may be maintained or controlled as a single fund or account, and may be
used for any corporate purpose. Amounts credited to Accounts for employees of
Participating Subsidiaries will be remitted to the Company from time to time.
The amount credited to each Account as of the close of business on the
respective Exercise Date for that Offering Date will be applied by the Company
to the payment for the shares to be purchased by such employee on that Exercise
Date. Any amount not used for this purpose shall be paid in cash to the employee
and the option granted the employee on that Offering Date shall thereupon
terminate.
6.03. In the event that any law or regulation, in the opinion of
counsel for the Company, may prohibit the handling or use of all or any part of
the funds in the manner contemplated by the Plan, the Company may deal with such
funds in any lawful manner it may deem advisable, including the deposit of any
such funds in individual bank accounts opened for employees.
SECTION 7. CHANGES IN ELECTION TO PURCHASE
At any time on or before the Exercise Date with respect to an Offering
Date, an employee may give written notice that his payroll deductions with
respect to such Offering Date shall thereafter be reduced or shall terminate
(or, if periodic cash payments for shares are being made as permitted in
Sections 9, 10 and 11, that such payments thereafter will be reduced or will
terminate) and, as the case may be:
(a) reduce the amount of his subsequent payroll deductions (or periodic
cash payments) by such amounts as will, in the aggregate, be equal to a
reduction of 25%, 50%, or 75% of the amount of his initial payroll
deduction, in which event his election to purchase shall be reduced to
the number of shares that may be purchased, at the option price
described in Section 3.02(a), with the aggregate amount of the payroll
deductions (or periodic cash payments) theretofore made and to be made
thereafter;
(b) terminate further payroll deductions (or periodic cash payments)
and continue his election to purchase with respect to the number of
shares that may be purchased, at the option price described in Section
3.02(a), with the amount then credited to his Account; or
(c) withdraw the entire amount in his Account and terminate his
election to purchase shares.
Any such reduction, termination or withdrawal shall be irrevocable.
SECTION 8. TERMINATION OF EMPLOYMENT
In the event that on or prior to the Exercise Date with respect to an
Offering Date an employee leaves the employ of the Company or of a Participating
Subsidiary otherwise than by
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retirement under a plan of the Company or such Participating Subsidiary or is
discharged for cause, any election to purchase shares made by him with respect
to that Offering Date shall terminate and any amount then credited to his
Account shall be paid in cash to him. In the event that on or prior to the
Exercise Date an employee leaves the employ of the Company in connection with
the sale of a subsidiary, division or line of business of the Company, the
Company may, in the discretion of the officer referred to in Section 14.01
hereof, terminate the election of such employee to purchase shares (refunding
any amount credited to the employee's Account) or continue said election on any
basis deemed appropriate by said officer, including the making of arrangements
for continued payroll deductions by any successor employer willing to provide
that service.
SECTION 9. RETIREMENT
In the event an employee leaves the employ of the Company or of a
Participating Subsidiary by retirement under a plan of the Company or the
Participating Subsidiary:
(a) at a time after an Offering Date but before payroll deductions have
commenced with respect to that Offering Date, he may elect, not later
than 45 days after such Offering Date, to purchase shares of Stock
under the option granted to him on that Offering Date by executing an
approved form undertaking to make periodic payments in cash on a
monthly basis for the entire term of the Offering, beginning on the
first day of the second month following such Offering Date, in amounts
equal to the payroll deduction that he might have authorized if his
employment had continued, or
(b) at a time after he has made an election to purchase shares under an
option granted to him and payroll deductions have commenced with
respect to that election, he may continue his election to purchase
shares by undertaking to make periodic cash payments in amounts equal
to the payroll deductions previously authorized by him.
An employee, in lieu of making periodic payments under the
circumstances described in this Section 9, may elect to purchase (or continue
his election to purchase) shares by making a single lump-sum payment in cash in
an amount equal to the total of his future periodic payments. Such lump-sum
payment may be made either (i) within 30 days after the employee's employment
terminates, or (ii) in the case of an employee who has undertaken to make
periodic cash payments, at any time when he is not in default on such payments.
SECTION 10. LAYOFF, STRIKE OR AUTHORIZED LEAVE OF ABSENCE
Payroll deductions for shares for which an election to purchase with
respect to an Offering Date has been made will be suspended during any period of
layoff, strike, or authorized leave of absence without pay of an employee and,
in such case, if the employee so elects, periodic payments for such shares may
be made by him in lieu thereof. If such an employee returns to active service
prior to the last payroll deduction period preceding the Exercise Date with
respect to that Offering Date, his payroll deductions will be resumed and, if
the employee
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did not make periodic cash payments during his period of absence, he shall, by
written notice within ten days after his return to active service, elect to
either:
(a) Make up any deficiency in his Account resulting from suspension of
his payroll deductions by an immediate cash payment; or
(b) not make up such deficiency, in which event the number of shares to
be purchased by him with respect to that Offering Date shall be
reduced to the number of whole shares that may be purchased, at the
option price described in Section 3.02(a), with the amount then
credited to his Account plus the aggregate amount, if any, of all
payroll deductions with respect to that Offering Date to be made
thereafter.
An employee on layoff, strike, or authorized leave of absence without
pay as of 15 days preceding such Exercise Date shall give written notice prior
to such Exercise Date specifying his choice of one of the options described in
(a) or (b) above. If such an employee fails to give such notice, he shall be
deemed to have elected the option provided in (b). If the period of an
employee's layoff, strike or authorized leave of absence without pay shall
terminate prior to such Exercise Date and the employee shall not promptly resume
active employment, his election to purchase shares with respect to such Offering
Date shall terminate and the amount then credited to his Account shall be paid
in cash to him.
SECTION 11. DEATH
In the event of the death of an employee while an election by him to
purchase shares with respect to an Offering Date is in effect, the legal
representative of such employee may, within 90 days after his death but not
later than the Exercise Date with respect to such Offering Date, by written
notice elect to either:
(a) make up any deficiency in such employee's Account and (i) make
periodic payments in cash for the remainder of the period ending on
such Exercise Date in the amounts theretofore elected by the employee,
or (ii) in lieu of such future periodic payments, make an immediate
lump-sum payment in an amount equal to the total of such periodic
payments; or
(b) continue the employee's election to purchase with respect to such
number of shares as may be purchased, at the option price described in
Section 3.02(a), with the amount then credited to the employee's
Account, and make no further payments; or
(c) withdraw the entire amount in the employee's Account and terminate
his election to purchase shares.
In the event the legal representative of such an employee shall fail to
give notice within the prescribed period, the employee's election to purchase
shares shall terminate and the amount then credited to the employee's Account
shall be paid in cash to such legal representative.
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SECTION 12. FAILURE TO MAKE PAYMENTS
Under any of the circumstances contemplated by the Plan, where the
purchase of shares with respect to an Offering Date is to be made through
periodic or other cash payments in lieu of payroll deductions, the failure to
make any such payment shall reduce, to the extent of the amount unpaid, the
number of shares purchasable with respect to that Offering Date, determined by
the option price described in Section 3.02(a).
SECTION 13. NONASSIGNABILITY
No option granted under the Plan shall be transferable by the employee
otherwise than by will or the laws of descent and distribution. Each option
shall be exercisable, during his lifetime, only by the employee to whom granted.
Any purported assignment or transfer, whether voluntary or by operation of law
(other than by will or the laws of descent and distribution) shall have the
effect of terminating such option and the related election to purchase shares
thereunder.
SECTION 14. ADMINISTRATION
14.01. The Plan shall be administered at the Company's principal office
in Houston, Texas by the officer of the Company designated by the Board as the
person responsible for its administration and who is authorized to interpret the
Plan and from time to time to adopt such rules and regulations, consistent with
the provisions of the Plan, as may be deemed advisable to carry out the Plan.
The decision of any designated officer shall be final and binding for all
purposes with respect to any question arising under the Plan.
14.02. Uniform policies shall be pursued in the administration of the
Plan, and there shall be no discrimination among employees or groups of
employees. The administration of the Plan shall include the authority, which
shall be exercised without discrimination, to make exceptions (available on a
uniform basis to all employees) to provisions of the Plan in the case of unusual
circumstances where strict adherence to such provisions would work undue
hardship. All eligible employees under the Plan shall have the same rights and
privileges under the Plan with respect to the number of shares for which options
may be granted as provided in Section 3.
14.03. The Board shall have the right to amend, modify or terminate the
Plan at any time without notice; provided, that no amendment, modification or
termination may be made which would impair the rights of the employee in any
option theretofore granted without the consent of such employee; and provided,
further, that the Board may not make any alteration or amendment to the Plan
which would increase the aggregate number of shares that may be issued under the
Plan (other than an increase pursuant to Section 5.02 of the Plan) or change the
group from among which Participating Subsidiaries may be designated.
8
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SECTION 15. TERMINATION OF PLAN
The period for payroll deductions or cash payments with respect to any
Offering Date may not be extended beyond the Exercise Date for such Offering
Date. If not sooner terminated by the Board, the Plan will terminate following
the delivery to employees, as soon as practicable after the Exercise Date with
respect to the last Offering Date, of stock certificates for all shares
purchased and the repayment to them of all funds not used for the purchase of
shares on that Exercise Date.
SECTION 16. HOLIDAYS
In the event any date specified in the Plan falls on a day other than a
business day of the Company at its principal office in Houston, Texas, such date
shall be deemed to refer to the nearest preceding business day.
SECTION 17. LIENS NOT AUTHORIZED
There is no provision in the Plan, or in any contract in connection
therewith, whereby any person has or may create a lien on any funds, securities
or other property held under the Plan.
SECTION 18. SHAREHOLDER APPROVAL
In the event this Plan has not been approved by the shareholders of the
Company at the time any option is granted hereunder, said option shall be
subject to and contingent upon shareholder approval. If the shareholders fail to
approve the Plan, no options granted hereunder will be available for exercise.
9
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
6th day of July, 1999.
/s/ Warren L. Batts
-------------------------------
Warren L. Batts
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
21st day of July, 1999.
/s/ Alain J. P. Belda
-------------------------------
Alain J. P. Belda
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
9th day of July, 1999.
/s/ Robert M. Devlin
-------------------------------
Robert M. Devlin
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
20th day of July, 1999.
/s/ Clifford J. Grum
-------------------------------
Clifford J. Grum
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, her true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as her own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
20th day of July, 1999.
/s/ Linda A. Hill
-------------------------------
Linda A. Hill
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
20th day of July, 1999.
/s/ Harold S. Hook
-------------------------------
Harold S. Hook
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
8th day of July, 1999.
/s/ Constantine S. Nicandros
-------------------------------
Constantine S. Nicandros
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
8th day of July, 1999.
/s/ John D. Ong
-------------------------------
John D. Ong
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
20th day of July, 1999.
/s/ Sir Ralph H. Robins
-------------------------------
Sir Ralph H. Robins
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
20th day of July, 1999.
/s/ Dan F. Smith
-------------------------------
Dan F. Smith
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Cooper Industries, Inc. (the "Company"), does hereby constitute and
appoint TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of
them, with full power and substitution, his true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which such attorneys and agents or any of them
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration under the Securities Act of Common Stock of the Company, par
value $5.00 per share (the "Stock"), issued or to be issued by the Company upon
the exercise of options granted or to be granted under the Cooper Industries,
Inc. Employee Stock Purchase Plans; including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as officer and/or director
of the Company to one or more Registration Statements on Form S-8, as the case
may be, or to any amendments thereto (including any post-effective amendments)
filed with the Securities and Exchange Commission with respect to the Stock, and
to any instrument or document filed as part of, as an exhibit to, or in
connection with such Registration Statements or amendments; and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys
and agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, this
7th day of July, 1999.
/s/ James R. Wilson
-------------------------------
James R. Wilson
