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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COOPER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
OHIO 31-4156620
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
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600 TRAVIS, SUITE 5800
HOUSTON, TEXAS 77002
(713) 209-8400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DIANE KOSMACH SCHUMACHER
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
600 TRAVIS, SUITE 5800
HOUSTON, TEXAS 77002
(713) 209-8400
(713) 209-8995 (FAX)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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DAVID A. ZAGORE WILLIAM P. ROGERS, JR.
SQUIRE, SANDERS & DEMPSEY L.L.P. CRAVATH, SWAINE & MOORE
4900 KEY TOWER, 127 PUBLIC SQUARE 825 EIGHTH AVENUE
CLEVELAND, OHIO 44011 NEW YORK, N.Y. 10019
(216) 479-8500 (212) 474-1270
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT** PRICE* REGISTRATION FEE
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Debt Securities.............. $500,000,000** 100% $500,000,000 $139,000
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* Estimated solely for purposes of calculating the registration fee.
** Plus an additional amount of debt securities issued with an original issue
discount such that the aggregate initial offering price of all debt
securities will not exceed $500,000,000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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SUBJECT TO COMPLETION
DATED , 1999
PROSPECTUS
COOPER INDUSTRIES, INC.
$500,000,000
DEBT SECURITIES
We may offer, in one or more offerings, debt securities having a total
initial public offering price of up to $500,000,000. We will offer our debt
securities in amounts, at prices and on terms we will determine at the time of
our offering based on market conditions. We will provide specific terms of these
securities in supplements to this prospectus for each series of debt securities
offered. You should read this prospectus and any supplement carefully before you
invest.
We may offer our debt securities in any of the following ways:
- through one or more underwriters or a syndicate of underwriters in an
underwritten offering;
- through agents or dealers; or
- directly to purchasers.
You may find additional information about the plan of distribution for
our debt securities in this prospectus under the heading "Plan of Distribution."
We will describe the plan of distribution for any particular offering of our
debt securities in the applicable prospectus supplement.
Our executive offices are located at 600 Travis, Suite 5800, Houston,
Texas 77002, and our telephone number is (713) 209-8400.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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The date of this prospectus is , 1999
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TABLE OF CONTENTS
PROSPECTUS
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PAGE
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Where You Can Find More Information......................... 1
Disclosure Regarding Forward-Looking Statements............. 2
The Company................................................. 2
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Description of the Debt Securities.......................... 4
Plan of Distribution........................................ 13
Legal Opinions.............................................. 13
Experts..................................................... 13
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(ii)
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any document we file
with the SEC at the public reference facilities in the following locations:
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<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street,
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
</TABLE>
You may obtain information about the operation of the Commission's public
reference facilities by calling the Commission at 1-800-SEC-0330. Our filings
are also available to the public on the SEC's website located at
http://www.sec.gov.
In addition, you may inspect our reports at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC in the documents listed below. This means that
we can disclose important information to you by including it in those documents.
The information incorporated by reference is considered to be part of this
prospectus, unless we update or supersede that information by the information
contained in this prospectus or a prospectus supplement. Information that we
file later with the SEC will automatically update and supersede the information
in this prospectus. We are incorporating by reference into this prospectus the
following documents that we have filed with the SEC and our future filings with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, until our offering of our debt securities is completed:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- Proxy Statement dated March 10, 1999 for the 1999 Annual Meeting of
Shareholders;
- Current Reports on Form 8-K dated January 28, 1999 and February 16,
1999.
This prospectus is part of a registration statement we have filed with
the SEC relating to our debt securities. As permitted by SEC rules, this
prospectus does not contain all of the information included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
should read the registration statement, the exhibits and schedules for more
information about us and our debt securities. The registration statement,
exhibits and schedules are also available at the SEC's Public Reference Room or
through its web site. You may also request a copy of our filings with the SEC at
no cost, by writing to or telephoning us at the following address:
Cooper Industries, Inc.
Attn: Corporate Secretary
600 Travis, Suite 5800
Houston, TX 77002
(713) 209-8400
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus, including the documents that are
incorporated by reference, that are not historical facts are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's beliefs as well as
assumptions made by, and information currently available to, management. Because
the statements are based on expectations as to future events and economic
performance and are not statements of fact, actual results may differ materially
from those projected. Important factors that could cause future results to
differ include:
- the effects of competition,
- legislative and regulatory changes,
- environmental liabilities,
- changes in the economy, and
- other factors discussed in this and other documents that we file with
the SEC.
When used in our documents or oral presentations, the words "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements.
THE COMPANY
Cooper Industries, Inc. is a diversified, worldwide manufacturing company
doing business in two primary business segments: electrical products and tools &
hardware. Cooper was incorporated in Ohio in 1919 and today has over 100
manufacturing facilities and approximately 28,100 employees in the United States
and in more than 25 foreign countries.
ELECTRICAL PRODUCTS SEGMENT
Our electrical products segment produces and markets electrical and
electronic distribution and circuit protection products and lighting fixtures
for use in residential, commercial and industrial construction, maintenance and
repair. In addition, the segment produces and markets products for use by
utilities and industries for primary electrical power distribution and control.
Some of the major products include:
- Buss(R) and Edison(R) fuses;
- Crouse-Hinds(R) and CEAG(R) electrical construction materials;
- Crouse-Hinds(R), Fail-Safe(TM), Halo(R) and Metalux(R) lighting
fixtures;
- Menvier emergency lighting and fire detection systems;
- Kyle(R) distribution switchgear; and
- McGraw-Edison(TM) and RTE(R) power and distribution transformers and
related products.
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TOOLS & HARDWARE SEGMENT
Our tools & hardware segment produces and markets tools and hardware
items for use in residential, commercial and industrial construction,
maintenance and repair, and for general industrial and consumer use. Some of the
well-known products include:
- Campbell(R) chain;
- Crescent(R) wrenches;
- Diamond(R) horseshoes and farrier tools;
- Lufkin(R) measuring tapes;
- Nicholson(R) files and saws;
- Plumb(R) hammers;
- Weller(R) soldering equipment;
- Wiss(R) scissors;
- Xcelite(R) screwdrivers; and
- Buckeye(R), DGD(TM), Dotco(R) and Master Power(R) power tools.
RECENT DEVELOPMENTS
On October 9, 1998, we completed the sale of our automotive products
segment for $1.9 billion. We have used the proceeds from the sale to reduce debt
and buy back our common stock.
In December 1998, we exchanged the remaining $189 million principal
amount of our 6.0% three-year exchangeable notes for 14,000,000 shares of
Wyman-Gordon Company common stock held by us. The exchange rate was one
Wyman-Gordon share per $13.50 principal amount of the notes. As a result of this
transaction, we no longer hold any Wyman-Gordon shares.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we expect to use
the net proceeds from the sale of the debt securities to reduce short-term and
other indebtedness, to finance our operations and for other general corporate
purposes.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the five years ended December 31, 1998. The ratio of earnings to fixed charges
has been calculated by dividing fixed charges into the sum of fixed charges and
income from continuing operations before income tax expense and before equity in
earnings or losses of less than fifty-percent owned companies. Fixed charges
consist of interest costs and the estimated interest portion of rent expense.
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YEAR ENDED DECEMBER 31,
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1998 1997 1996 1995(1) 1994
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<S> <C> <C> <C> <C>
5.6x 5.8x 4.1x 2.8x 4.7x
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(1) Effective January 1, 1995, we exchanged our outstanding $1.60 convertible
exchangeable preferred stock for $691.2 million of 7.05% convertible
subordinated debentures due 2015. The exchange increased after-tax cash
flows by approximately $20 million annually, but also increased interest
expense included in fixed charges by approximately $49 million annually,
resulting in a significant reduction in the ratio of earnings to fixed
charges.
DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of the debt securities describes
the general terms of the debt securities to which any prospectus supplement may
relate. The prospectus supplement that relates to a particular offering of debt
securities will describe the terms of the debt securities offered and the extent
to which the following general provisions do not apply to that particular
offering. If the information in the prospectus supplement differs from this
prospectus, investors should rely on information in the prospectus supplement
with respect to the particular debt securities being offered.
We will issue debt securities under an indenture dated January 15, 1990,
as amended by a supplemental indenture dated April , 1999, between us and The
Chase Manhattan Bank, as trustee. We have filed the indenture and the
supplemental indenture as exhibits to the registration statement of which this
prospectus is a part. The following description is a summary of the provisions
of the indenture, as amended by the supplemental indenture. Because it is a
summary, it does not contain all of the information that may be important to
you. We urge you to read the entire indenture, including any supplements
thereto, because it, and not this description, defines your rights as a holder
of the debt securities. Whenever particular provisions or defined terms of the
indenture are used in this prospectus or any prospectus supplement, the
provisions or defined terms are incorporated herein by reference.
GENERAL
The debt securities will be our unsecured obligations and will rank
equally with all of our other unsecured and unsubordinated debt, unless we are
required by the covenant described below under "Covenants -- Covenants Limiting
Secured Indebtedness" to secure the debt securities. The indenture does not
limit the aggregate principal amount of debt securities that may be issued under
the indenture.
We may issue the debt securities in one or more series with the same or
various maturities at par, at a premium or at a discount. Debt securities
bearing no interest or interest at a rate that at the time of issuance is below
market rates will be sold at a discount below their stated principal amount. The
discount may be substantial. We will describe federal income tax
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consequences and other special considerations applicable to any of these
securities in the applicable prospectus supplement. The debt securities will not
contain any provisions that may afford holders of the debt securities protection
upon a change in control of Cooper or upon a highly leveraged transaction,
whether or not the transaction results in a change in control of Cooper.
You should refer to the prospectus supplement relating to the particular
series of debt securities being offered for the following terms:
- the designation, aggregate principal amount and authorized
denominations of the offered debt securities;
- the percentage of the principal amount at which the debt securities
will be issued;
- the date or dates on which the debt securities will mature;
- the date or dates on which principal will be payable and whether the
debt securities will be payable on demand on or after any date;
- the rate or rates per annum at which the debt securities will bear
interest, if any, or the method of determining the rate or rates;
- the date or dates from which interest, if any, will accrue and the
times at which interest will be payable;
- provisions for a sinking, purchase or other similar fund, if any;
- if applicable, the date after which and the price or prices at which
the debt securities may be redeemed;
- the principal amount of the debt securities which are issued bearing
no interest or below-market interest payable upon declaration of
acceleration of the maturity of the debt securities;
- any modifications of the events of default, covenants or defeasance
provisions contained in the indenture pertaining to the debt
securities; and
- any other terms of the debt securities.
The following will occur at the office of the trustee in New York, New
York:
- We will make all principal, premium and interest payments on the debt
securities, unless we elect to make interest payments by check mailed
to the address of the person entitled to the payment as it appears on
the register of holders of debt securities;
- the debt securities will be exchangeable for other authorized
denominations; and
- transfers of the debt securities will be registrable.
We will issue debt securities only in fully registered form without
coupons in denominations of $1,000 or any integral multiple of $1,000. No
service charge will apply to any transfer or exchange of the debt securities,
but Cooper may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange.
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COVENANTS
The covenants summarized below are applicable so long as any of the debt
securities are outstanding. If indicated in the applicable prospectus
supplement, any of the following covenants may be deleted or modified from that
summarized below and additional covenants may be included with respect to the
debt securities offered by the prospectus supplement.
DEFINITIONS
The following definitions will be used in this description of the
covenants.
"Board of Directors" means the Board of Directors of Cooper or any
committee of such Board or any committee of officers of Cooper duly authorized
by the Board of Directors to take any action under the indenture.
"Consolidated Tangible Assets" means, as of any date, the total amount of
assets of Cooper and its Subsidiaries on a consolidated basis at the end of the
fiscal quarter immediately preceding that date, as determined under generally
accepted accounting principles, less: (a) Intangible Assets and (b) appropriate
adjustments on account of minority interests of other persons holding equity
investments in Subsidiaries, in the case of each of clauses (a) and (b) above as
reflected on the consolidated balance sheet of Cooper and its Subsidiaries as of
the end of the fiscal quarter immediately preceding that date.
"Funded Debt" means:
- any Indebtedness maturing by its terms more than one year from the
date of its issuance, including any Indebtedness renewable or
extendible at the option of the obligor to a date later than one year
from the date of its original issuance, excluding any portion of
Indebtedness which is included in current liabilities; and
- any Indebtedness which may be payable from the proceeds of Funded Debt
as defined above under the terms of the Funded Debt.
"Indebtedness" of any corporation means all indebtedness for money
borrowed which is created, assumed, incurred or guaranteed in any manner by such
corporation or for which such corporation is otherwise responsible or liable.
"Intangible Assets" means all goodwill, patents, trademarks, service
marks, trade names, copyrights, and all other items that would be treated as
intangibles on the consolidated balance sheet of Cooper and its Subsidiaries
prepared under generally accepted accounting principles.
"Lien" means any mortgage, pledge, security interest, lien, charge or
other encumbrance.
"Principal Property" means:
- any manufacturing plant located in the continental United States, or
manufacturing equipment located in any such manufacturing plant
(together with the land on which the plant is erected and fixtures
thereto), that is owned or leased on the first date on which a debt
security is authenticated by the trustee, or thereafter acquired or
leased by Cooper or any Restricted Subsidiary, other than (a) any
property that the Board of Directors determines is not of material
importance to the total business conducted, or assets owned, by Cooper
and its Subsidiaries as an entirety, or (b) any portion of any
property that the Board of Directors determines is not of material
importance to the use or operation of the property; and
- any shares or Indebtedness issued by any Restricted Subsidiary.
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Manufacturing plant does not include any plant in which the aggregate
interest of Cooper and its Restricted Subsidiaries does not exceed fifty
percent. Manufacturing equipment means manufacturing equipment in such
manufacturing plants used directly in the production of Cooper's or any
Restricted Subsidiary's products and does not include office equipment, computer
equipment, rolling stock and other equipment not directly used in the production
of Cooper's or any Restricted Subsidiary's products.
"Restricted Subsidiary" means any Subsidiary substantially all the
property of which is located in the continental United States, other than:
- a Subsidiary primarily engaged in financing, including, without
limitation, lending on the security of, purchasing or discounting
(with or without recourse) receivables, leases, obligations or other
claims arising from or in connection with the purchase or sale of
products or services;
- a Subsidiary primarily engaged in leasing or insurance; or
- a Subsidiary primarily engaged in financing Cooper's operations
outside the continental United States.
"Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by Cooper or any Restricted Subsidiary of any
Principal Property of Cooper or any Restricted Subsidiary whether the property
is now owned or hereafter acquired, which Principal Property has been or is to
be sold or transferred by Cooper or the Restricted Subsidiary to such person.
However, the following shall not be Sale and Leaseback Transactions:
- leases for a term of not more than three years;
- leases between Cooper and a Restricted Subsidiary or between
Restricted Subsidiaries; and
- leases of property executed prior to, at the time of, or within one
year after the later of, the acquisition, the completion of
construction, including any improvements or alterations on real
property, or the commencement of commercial operation, of the
property.
"Secured Indebtedness" of any corporation means Indebtedness secured by
any Lien upon property (including shares or Indebtedness issued by any
Restricted Subsidiary) owned by Cooper or any Restricted Subsidiary.
"Subsidiary" means any corporation, a majority of the voting shares of
which are at the time owned or controlled, directly or indirectly, by Cooper or
by one or more Subsidiaries, or by Cooper and one or more Subsidiaries and which
is consolidated in Cooper's latest consolidated financial statements filed with
the SEC or provided generally to Cooper's shareholders.
COVENANT LIMITING SECURED INDEBTEDNESS
Neither Cooper nor any Restricted Subsidiary will create, assume,
guarantee, or incur any Secured Indebtedness, unless immediately thereafter the
aggregate amount of all Secured Indebtedness (with some exceptions described
below), together with the discounted present value of all rentals due on Sale
and Leaseback Transactions (not otherwise excluded from the limitations on Sale
and Leaseback Transactions as described under "Covenants -- Covenant Limiting
Sale and Leaseback Transactions") would not exceed fifteen percent of
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Consolidated Tangible Assets. However, this limitation does not apply to the
following types of Secured Indebtedness:
- any Lien on property as to which the debt securities are equally and
ratably secured with (or, at the option of Cooper, prior to) the
Secured Indebtedness;
- Liens on property (including shares or Indebtedness) which is not a
Principal Property;
- Liens on property (including shares or Indebtedness) of any
corporation existing at the time the corporation becomes a Restricted
Subsidiary;
- Liens on property (including shares or Indebtedness) existing at the
time of acquisition of the property by Cooper or a Restricted
Subsidiary;
- Liens to secure the payment of all or any part of the purchase price
of property (including shares or Indebtedness) created upon the
acquisition of such property by Cooper or a Restricted Subsidiary, and
Liens to secure any Secured Indebtedness incurred by Cooper or a
Restricted Subsidiary prior to, at the time of, or within one year
after the later of the acquisition, the completion of construction
(including any improvements, alterations or repairs to existing
property) or the commencement of commercial operation of the property,
which Secured Indebtedness is incurred for the purpose of financing
all or any part of the purchase price thereof or construction of
improvements, alterations or repairs thereon;
- Liens securing Secured Indebtedness of any Restricted Subsidiary owing
to Cooper or to another Restricted Subsidiary;
- Liens on property of a corporation existing at the time the
corporation is merged or consolidated with Cooper or a Restricted
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation as an entirety or substantially as an
entirety to Cooper or a Restricted Subsidiary;
- Liens on property of Cooper or a Restricted Subsidiary in favor of
governmental authorities or any trustee or mortgagee acting on behalf,
or for the benefit, of any governmental authorities to secure partial,
progress, advance or other payments pursuant to any contract or
statute or to secure any Indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to the Liens, and any other Liens
incurred or assumed in connection with the issuance of industrial
revenue bonds or private activity bonds the interest of which is
exempt from Federal income taxation under Section 103(b) of the
Internal Revenue Code;
- Liens existing on the first date on which a debt security is
authenticated by the trustee under the indenture; and
- any extension, renewal or replacement of any Lien referred to in the
above list.
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COVENANT LIMITING SALE AND LEASEBACK TRANSACTIONS
Neither Cooper nor any Restricted Subsidiary may enter into any Sale and
Leaseback Transaction covering any Principal Property of Cooper or any
Restricted Subsidiary, unless:
- immediately thereafter the sum of the following does not exceed
fifteen percent of Consolidated Tangible Assets:
(a) the discounted present value (determined in accordance with a
method of discounting which is consistent with generally accepted
accounting principles) of all rentals due pursuant to the proposed
Sale and Leaseback Transaction and all Sale and Leaseback
Transactions entered into after the first date on which a debt
security is authenticated by the trustee under the indenture
(except any Sale and Leaseback Transaction of a Restricted
Subsidiary entered into prior to the time the Restricted Subsidiary
became a Restricted Subsidiary or entered into by a corporation
prior to the time the corporation merged or consolidated with
Cooper or a Restricted Subsidiary or prior to the time of a sale,
lease or other disposition of the properties of the corporation as
an entirety or substantially as an entirety to Cooper or a
Restricted Subsidiary); and
(b) the aggregate amount of all Secured Indebtedness (exclusive of
Secured Indebtedness permitted under "Covenant Limiting Secured
Indebtedness" above); or
- an amount equal to the greater of the following is applied to
retirement of Funded Debt within one year after the consummation of
such Sale and Leaseback Transaction:
(a) the net proceeds of the sale of property leased pursuant to the
Sale and Leaseback Transaction, or
(b) the fair market value of the property so leased (in the case of
clause (a) or (b), after repayment of, or otherwise taking into
account, as the case may be, the amount of any Secured Indebtedness
secured by a Lien encumbering the property which Secured
Indebtedness existed immediately prior to the Sale and Leaseback
Transaction).
However, this limitation does not apply to any Sale and Leaseback
Transaction:
- entered into in connection with the issuance of industrial revenue or
private activity bonds the interest of which is exempt from Federal
income taxation under Section 103(b) of the Internal Revenue Code, and
- if Cooper or a Restricted Subsidiary applies an amount equal to the
net proceeds (after repayment of any Secured Indebtedness encumbering
the Principal Property which Secured Indebtedness existed immediately
before the Sale and Leaseback Transaction) of the sale or transfer of
the Principal Property leased in the Sale and Leaseback Transaction to
investment in another Principal Property within one year before or
after the sale or transfer.
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COVENANT LIMITING MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS
Cooper will not merge into or consolidate with or convey or transfer its
properties substantially as an entirety to any person unless:
- the successor corporation is a corporation organized and existing
under the laws of the United States of America or any State or the
District of Columbia;
- the successor corporation assumes on the same terms and conditions the
debt securities; and
- there is no event of default under the indenture.
EVENTS OF DEFAULT
The following are events of default with respect to any series:
- default for thirty days in payment of any interest installment when
due;
- default in payment of principal of, or premium, if any, on, any of the
debt securities of such series when due at its stated maturity, when
called for redemption, by declaration or otherwise;
- default in the making of any payment for a sinking, purchase or
similar fund provided for in respect of such series and continuance of
such default for a period of thirty days;
- default in the performance of any other covenant in the indenture with
respect to the debt securities of such series for ninety days after
notice to Cooper by the trustee or by holders of twenty-five percent
in principal amount of the outstanding debt securities of such series;
and
- some events of bankruptcy, insolvency and reorganization.
However, if indicated in the prospectus supplement for a particular
series of debt securities, any of the foregoing events of default may be deleted
or modified from that summarized above and additional events of default may be
included. No event of default for a single series of debt securities constitutes
an event of default for any other series of debt securities. If an event of
default described above occurs and is continuing for any series, either the
trustee or the holders of not less than twenty-five percent in total principal
amount of the debt securities of the series then outstanding (voting separately
as a series) may declare the principal (or, in the case of debt securities
issued bearing no interest or below-market interest, the portion of the
principal specified in the terms of the debt securities) of all outstanding debt
securities of the series and the accrued interest to be due and payable
immediately.
In some cases, the holders of a majority in principal amount of the
outstanding debt securities of a series may on behalf of the holders of all debt
securities of the series waive any past default or event of default for the debt
securities of the series or compliance with some provisions of the indenture,
except, among other things, an uncured default in payment of principal, premium,
if any, or interest, if any, on any of the debt securities of the series.
The trustee will, within ninety days after the occurrence of an event of
default (without regard to any grace period or notice requirement), give to the
holders of the debt securities of the series notice of all uncured and unwaived
defaults known to it; provided that, except in the case of default in the
payment of principal, premium or interest on any of the debt securities of
10
<PAGE> 14
the series, the trustee will be protected in withholding the notice if it in
good faith determines that the withholding of the notice is in the interest of
the holders of the debt securities of the series. The trustee is entitled,
subject to the duty of the trustee during an event of default to act with the
required standard of care, to be indemnified by the holders of debt securities
before proceeding to exercise any right or power under the indenture at the
request of holders of the debt securities. Subject to the provisions of the
indenture, the holders of a majority in principal amount of the outstanding debt
securities of any series may direct the time, method and place of conducting
proceedings for remedies available to the trustee exercising any trust or power
conferred on the trustee for the series. Cooper must file annually with the
trustee a certificate of no default or specifying any default that exists.
MODIFICATION OF THE INDENTURE
Cooper and the trustee may, without the consent of any holders of debt
securities, enter into supplemental indentures for, among others, the purposes
of:
- adding to Cooper's covenants;
- adding additional events of default;
- establishing the form or terms of debt securities;
- curing ambiguities or inconsistencies in the indenture; or
- making any other provisions about matters or questions arising under
the indenture if the action does not adversely affect the interests of
the holders of any affected series of debt securities.
Cooper and the trustee may, with the consent of the holders of a majority
in principal amount of the outstanding debt securities of each series to be
affected, execute supplemental indentures adding any provisions to or changing
or eliminating any of the provisions of the indenture or the debt securities of
a series or modifying any of the rights of the holders of the debt securities of
the series to be affected. However, no supplemental indenture may, without the
consent of the holder of each debt security affected, among other things:
- change the fixed maturity (for these purposes that term does not
include payments due under any sinking, purchase or similar fund) of
any debt securities;
- reduce the principal amount of any debt securities;
- reduce the rate or extend the time of payment of interest on any debt
securities;
- reduce any premium payable upon the redemption of any debt securities;
or
- reduce the percentage of holders of debt securities of any series
required to consent to any supplemental indentures.
DEFEASANCE
Cooper may at its option (a) be discharged from any and all obligations
of the debt securities (except in each case for some obligations to register the
transfer or exchange of the debt securities, replace stolen, lost or mutilated
debt securities, maintain paying agencies and hold moneys for payment in trust),
or (b) be released from some restrictive covenants of the indenture (including
those described above under "Covenants") and will not be limited by any
11
<PAGE> 15
restrictions on merger, consolidation or sales of assets, in each case if Cooper
takes the following actions:
(1) deposits with the trustee, in trust, money, U.S. Government
Obligations (as defined below) or Eligible Obligations (as defined
below) or any combination of these that through the payment of
interest and principal under their terms, will provide money in an
amount sufficient to pay all the principal (including any mandatory
sinking fund payments), any interest and any premium on the debt
securities on the dates the payments are due under the terms of the
series; and
(2) provides to the trustee an opinion of counsel or a ruling from, or
published by, the Internal Revenue Service, that holders of the debt
securities of the series will not recognize income, gain or loss for
Federal income tax purposes from Cooper's exercise of its option and
will be required to pay Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if
the option had not been exercised.
In addition, Cooper can also obtain a discharge under the indenture with
respect to all debt securities of a series by depositing with the trustee, in
trust, funds sufficient to pay at maturity or upon redemption all of the debt
securities of the series, provided that all of the debt securities of the series
are by their terms to become due and payable within one year or are to be called
for redemption within one year. No opinion of counsel or ruling from the
Internal Revenue Service is required in this case.
"U.S. Government Obligations" means generally (a) direct obligations of
the United States of America for the payment of which its full faith and credit
is pledged or (b) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer of the obligations.
"Eligible Obligations" means obligations which, when deposited, cause the
relevant series of debt securities to be rated in the highest generic long-term
debt rating category assigned to legally defeased debt by one or more nationally
recognized rating agencies.
If there is any discharge of debt securities under the terms of the
indenture described above, the holders of the discharged debt securities will be
able to look solely to the trust fund, and not to Cooper, for payments of
principal, any premium, and any interest.
THE TRUSTEE
The Chase Manhattan Bank is the trustee under the indenture. The trustee
performs services for, and transacts other banking business (including the
extension of credit) with, us from time to time in the normal course of
business.
12
<PAGE> 16
PLAN OF DISTRIBUTION
We may sell the debt securities through underwriters, through agents or
dealers, directly to purchasers or any combination of these. Any underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act of 1933. The applicable prospectus supplement will show the terms
relating to a particular series of the debt securities, including the name or
names of any underwriters or agents, the purchase price and the proceeds to us
from the sale, any underwriting discounts and other items constituting
underwriters' compensation or commissions payable to agents, the initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers, and any securities exchanges on which the debt securities of the series
may be listed. If we use an agent or agents in the sale, the agent or agents
will be acting on a best efforts basis during their appointment.
If we use underwriters in the sale, the underwriters will acquire the
debt securities for their own account and may resell the debt securities in one
or more transactions in the future. The underwriters may resell the debt
securities at a fixed public offering price or at varying prices determined at
the time of sale, at market prices prevailing at the time of sale, or at
negotiated prices. The debt securities may be offered to the public either
through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise described in the prospectus
supplement, the underwriters' obligations to purchase debt securities will be
dependent on various conditions and the underwriters will be obligated to
purchase all the debt securities of the series if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed.
We may authorize agents, underwriters or dealers to solicit offers by
specified institutions to purchase debt securities from us at the public
offering price shown in the prospectus supplement under delayed delivery
contracts requiring payment and delivery on a specified future date. The
contracts will contain only those conditions shown in the prospectus supplement,
and the prospectus supplement will show the commissions we will pay for
solicitation of the contracts. The underwriters and other persons soliciting the
contracts will have no responsibility for the validity or performance of the
contracts.
We may be required to indemnify agents and underwriters against some
civil liabilities, including liabilities under the Securities Act of 1933 or to
contribute to payments that the agents or underwriters may be required to make
for the liabilities. Agents and underwriters may be customers of, engage in
transactions with, or perform services for, us in the ordinary course of
business.
LEGAL OPINIONS
Squire, Sanders & Dempsey L.L.P., 4900 Key Tower, 127 Public Square,
Cleveland, Ohio, will pass upon the validity of the debt securities for us.
Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York,
will pass upon the validity of the debt securities for any underwriters or
agents.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements incorporated by reference in our Annual Report on Form 10-K
for the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our consolidated financial statements are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
13
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $139,000
Legal fees.................................................. 50,000
Printing and engraving...................................... 25,000
Accountants' fees........................................... 15,000
Rating Agency fees.......................................... 325,000
Blue Sky fees and expenses.................................. 3,000
Trustee's fees.............................................. 8,000
Miscellaneous expenses...................................... 3,000
--------
Total....................................... $568,000
========
</TABLE>
- ---------------
* All amounts are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13 of the Ohio General Corporation Law contains detailed
provisions for indemnification of directors and officers of Ohio corporations
against expenses, judgments, fines and settlements in connection with
litigation.
The Registrant's Articles of Incorporation and its Directors' and
Officers' Liability Insurance Policy provides for indemnification and insurance,
respectively, of the directors and officers of the Registrant against some
liabilities.
In addition, on February 17, 1987, Cooper's board of directors authorized
the Registrant to enter into indemnification agreements with the directors and
some officers that may be designated from time to time by Cooper's 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 Registrant.
Agreements which may be entered into by the Registrant, underwriters,
dealers and agents who participate in the distribution of debt securities may
provide for the indemnification of the Registrant, its controlling persons, its
directors and some of its officers by any agents, dealers or underwriters, as
the case may be, against some liabilities, including liabilities under the
Securities Act of 1933.
II-1
<PAGE> 18
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
*1.1 Underwriting or Purchase Agreement.
4.1 Form of Indenture dated as of January 15, 1990, between the
Registrant and The Chase Manhattan Bank (National
Association), as trustee (incorporated herein by reference
to Exhibit 4(a) of Registration Statement No. 33-33011).
**4.2 Supplemental Indenture dated as of April , 1999, between
The Registrant and The Chase Manhattan Bank, as trustee.
*4.3 Form of Debt Securities.
5.1 Form of opinion of Squire, Sanders & Dempsey L.L.P.
12.1 Calculation of Ratio of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12.0 of the
Registrant's Form 10-K for the year ended December 31,
1998).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Squire, Sanders & Dempsey L.L.P. (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
**25.1 Statement of Eligibility and Qualification on Form T-1 of
The Chase Manhattan Bank.
</TABLE>
* Cooper will file any underwriting or purchase agreement and the form of any
debt securities not previously filed in a Current Report on Form 8-K.
** To be filed by amendment.
ITEM 17. 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 this 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
this 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 under 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 shown in the "Calculation of Registration Fee"
table in the effective registration statement; and
II-2
<PAGE> 19
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to the information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
under section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of the 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.
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report under section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant under the provisions of the Ohio General Corporation Law or the
Registrant's Articles of Incorporation, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against 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 the 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 the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 20
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-3 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 March 31, 1999.
COOPER INDUSTRIES, INC.
By: /s/ H. John Riley, Jr.
----------------------------------
H. John Riley, Jr.
Chairman of the Board,
President and Chief Executive
Officer
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 Terrance V. Helz 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>
<C> <S> <C>
/s/ H. John Riley, Jr. Director, Chairman of the March 31, 1999
- ----------------------------------------------------- Board, President and Chief
H. John Riley, Jr. Executive Officer
/s/ D. Bradley McWilliams Senior Vice President and March 31, 1999
- ----------------------------------------------------- Chief Financial Officer
D. Bradley McWilliams
/s/ Terry A. Klebe Vice President and March 31, 1999
- ----------------------------------------------------- Controller (Principal
Terry A. Klebe Accounting Officer)
/s/ Warren L. Batts Director March 31, 1999
- -----------------------------------------------------
Warren L. Batts
/s/ Alain J. P. Belda Director March 31, 1999
- -----------------------------------------------------
Alain J. P. Belda
/s/ Robert M. Devlin Director March 31, 1999
- -----------------------------------------------------
Robert M. Devlin
/s/ Clifford J. Grum Director March 31, 1999
- -----------------------------------------------------
Clifford J. Grum
</TABLE>
II-4
<PAGE> 21
<TABLE>
<C> <S> <C>
/s/ Linda A. Hill Director March 31, 1999
- -----------------------------------------------------
Linda A. Hill
/s/ Harold S. Hook Director March 31, 1999
- -----------------------------------------------------
Harold S. Hook
/s/ Constantine S. Nicandros Director March 22, 1999
- -----------------------------------------------------
Constantine S. Nicandros
/s/ John D. Ong Director March 31, 1999
- -----------------------------------------------------
John D. Ong
/s/ Sir Ralph H. Robins Director March 31, 1999
- -----------------------------------------------------
Sir Ralph H. Robins
/s/ Dan F. Smith Director March 31, 1999
- -----------------------------------------------------
Dan F. Smith
/s/ James R. Wilson Director March 31, 1999
- -----------------------------------------------------
James R. Wilson
</TABLE>
II-5
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ ------------------------------------------------------------
<C> <S>
*1.1 Underwriting or Purchase Agreement.
4.1 Form of Indenture dated as of January 15, 1990, between the
Registrant and The Chase Manhattan Bank (National
Association), as trustee (incorporated herein by reference
to Exhibit 4(a) of Registration Statement No. 33-33011).
**4.2 Supplemental Indenture dated as of April , 1999, between
The Registrant and The Chase Manhattan Bank, as trustee.
*4.3 Form of Debt Securities.
5.1 Form of opinion of Squire, Sanders & Dempsey L.L.P.
12.1 Calculation of Ratio of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12.0 of the
Registrant's Form 10-K for the year ended December 31,
1998).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Squire, Sanders & Dempsey L.L.P. (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
**25.1 Statement of Eligibility and Qualification on Form T-1 of
The Chase Manhattan Bank.
</TABLE>
* Cooper will file any underwriting or purchase agreement and the form of any
debt securities not previously filed in a Current Report on Form 8-K.
** To be filed by amendment.
<PAGE> 1
EXHIBIT 5.1
[SQUIRE, SANDERS & DEMPSEY L.L.P. LETTERHEAD]
March 31, 1999
Cooper Industries, Inc.
600 Travis, Suite 5800
Houston, Texas 77022
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Cooper Industries, Inc. (the
"Company") with respect to $500,000,000 in aggregate principal amount of debt
securities (the "Debt Securities") to be issuable under an indenture between
the Company and The Chase Manhattan Bank, as Trustee (the "Indenture"). We have
examined the forms of the Indenture and the Debt Securities being filed as
exhibits to the Registration Statement and such other documents and matters of
law as we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Debt
Securities, when executed by the Company and authenticated by the Trustee in
accordance with the provisions of the Indenture, and when issued and sold by
the Company as contemplated in the Registration Statement, will constitute
valid and binding obligations of the Company and will be entitled to the
benefits of the Indenture, subject to applicable bankruptcy, insolvency,
moratorium, reorganization, fraudulent transfer or similar laws affecting the
enforcement of creditors' rights generally and subject to general principles of
equity (whether considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus contained therein.
Respectfully submitted,
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Cooper Industries,
Inc. for the registration of $500,000,000 of debt securities and to the
incorporation by reference therein of our report dated January 25, 1999, with
respect to the consolidated financial statements of Cooper Industries, Inc.,
included as Appendix A to the Cooper Industries, Inc. Proxy Statement for the
1999 Annual Meeting of Shareholders and incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LP
Houston, Texas
March 31, 1999
