<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 2000
Registration No.
--------------
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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 (UK) EMPLOYEE
SHARE 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of
be registered registered(1) per unit(2) price registration fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value 500,000
$5.00 per share shares $34.75 $17,437,500.00 $4,603.50
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
Notes:
1. This registration statement covers, in addition to the number of shares of
common stock stated above, options and other rights to purchase or acquire the
shares of common stock covered by the prospectus and, pursuant to Rule 416(c)
under the Securities Act of 1933 (the "Securities Act"), an indeterminate number
of shares, options and rights which may become issuable under the antidilution
provisions of the Cooper (UK) Employee Share Purchase Plan (the "Plan").
2. Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average of
the high and low prices of the common stock on May 15, 2000 as reported on the
New York Stock Exchange.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the SEC as part of this Form S-8 registration
statement pursuant to the instructions to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Cooper Industries, Inc. ("Cooper") and the Cooper (UK) Employee Share
Purchase Plan (the "Plan") hereby incorporate by reference in this registration
statement the following documents that have been filed with the SEC:
o Cooper's Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
o Cooper's Quarterly Report on Form 10-Q for the period ending March 31,
2000;
o Current Reports on Forms 8-K filed with the SEC on January 27,
February 9, February 15, April 18, April 24 and May 9, 2000;
o The descriptions of Cooper's common stock, par value $5.00 per share,
and associated preferred stock purchase rights set forth in the
registration statements on Form 8-A filed December 23, 1974 and August
15, 1997, respectively, including any amendment or report filed for
the purpose of updating such descriptions.
All documents subsequently filed by Cooper under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated herein, shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this registration
statement.
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<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES
Cooper's common stock, par value $5.00 per share, is registered pursuant to
Section 12 of the Exchange Act, and therefore the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Diane K. Schumacher, Senior Vice President, General Counsel and Secretary
of Cooper will opine on the legality of the securities registered under this
registration statement. Ms. Schumacher is compensated as an employee of Cooper
and beneficially owns 52,479 shares of common stock, including 1,756 shares the
receipt of which has been deferred pursuant to the Management Annual Incentive
Plan, and also including 26,666 shares issuable upon the exercise of options
under the Stock Incentive Plan within a period of 60 days from May 18, 2000.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation. Cooper's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of Cooper against
certain liabilities.
In addition, on February 17, 1987 the Board of Directors authorized Cooper
to enter into indemnification agreements with the directors and certain officers
that may be designated from time to time by the 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 Cooper.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS.
The following is a list of exhibits filed with this registration statement:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
(incorporated herein by reference to Exhibit 3.1 of Cooper's Form
8-K dated August 5, 1997).
4.2 Rights Agreement dated as of August 5, 1997 between Cooper and
First Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to the Company's
registration statement on Form 8-A dated August 14, 1997).
4.3 Cooper (UK) Employee Share Purchase Plan
5.1 Opinion of Diane K. Schumacher as to legality of securities being
issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of Cooper's Board of Directors.
</TABLE>
ITEM 9. 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:
o To include any prospectus required by Section 10(a)(3) of the
Securities Act;
o 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
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<PAGE> 5
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
o To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the first two paragraphs in this section 1 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 with or furnished to the SEC pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such 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 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions in Item 6 above, or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
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 such
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
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<PAGE> 6
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 May 22, 2000.
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
----------------------------------------
Diane K. Schumacher
Senior Vice President, General
Counsel and Secretary
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.
<TABLE>
<S> <C> <C>
/s/ H. John Riley, Jr. Director, Chairman of the Board,
- ---------------------------------- President and Chief
H. John Riley, Jr. Executive Officer May 22, 2000
/s/ D. Bradley McWilliams Senior Vice President and
- ---------------------------------- Chief Financial Officer May 22, 2000
D. Bradley McWilliams
/s/ Jeffrey B. Levos Vice President and Controller
- ---------------------------------- (Principal Accounting Officer) May 18, 2000
Jeffrey B. Levos
*/s/ Warren L. Batts Director May 18, 2000
- ----------------------------------
Warren L. Batts
*/s/ Robert M. Devlin Director May 18, 2000
- ----------------------------------
Robert M. Devlin
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
*/s/ Clifford J. Grum Director May 18, 2000
- ----------------------------------
Clifford J. Grum
Director May , 2000
- ---------------------------------- --
Linda A. Hill
*/s/ H. Lee Scott Director May 18, 2000
- ----------------------------------
H. Lee Scott
*/s/ John D. Ong Director May 18, 2000
- ----------------------------------
John D. Ong
*/s/ Sir Ralph H. Robins Director May 18, 2000
- ----------------------------------
Sir Ralph H. Robins
*/s/ Dan F. Smith Director May 18, 2000
- ----------------------------------
Dan F. Smith
*/s/ James R. Wilson Director May 18, 2000
- ----------------------------------
James R. Wilson
* by: /s/ Diane K. Schumacher
--------------------------------------
Diane K. Schumacher
Pursuant to Powers of Attorney filed as Exhibit 24.1
</TABLE>
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
(incorporated herein by reference to Exhibit 3.1 of Cooper's Form
8-K dated August 5, 1997).
4.2 Rights Agreement dated as of August 5, 1997 between Cooper and
First Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to Cooper's
registration statement on Form 8-A dated August 14, 1997).
4.3 Cooper (UK) Employee Share Purchase Plan.
5.1 Opinion of Diane K. Schumacher as to legality of securities being
issued.
23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Powers of Attorney from members of the Cooper's Board of
Directors.
</TABLE>
<PAGE> 1
EXHIBIT 4.3
RULES OF THE COOPER (UK) EMPLOYEE
SHARE PURCHASE PLAN
---------------------------------------------
(Adopted by the Company
on 9 February 2000
and approved by the Inland Revenue on 16 May 2000
under Reference SRS2460/IA)
-----------------------------------------------
<PAGE> 2
CONTENTS
<TABLE>
<S> <C>
1. INTRODUCTION..................................................................1
2. NAME..........................................................................1
3. DEFINITIONS..................................................................1
4. INDIVIDUAL SAVINGS LIMITS....................................................6
5. EXERCISE PRICE...............................................................6
6. INVITATIONS AND APPLICATIONS FOR OPTIONS.....................................7
7. GRANT OF OPTIONS AND SCALING-DOWN............................................8
8. RESTRICTIONS ON TRANSFER OF OPTIONS.........................................10
9. EXERCISE OF OPTIONS.........................................................11
10. MANNER OF EXERCISE OF OPTIONS...............................................13
11. MERGER, SALE, CHANGE OF CONTROL AND LIQUIDATION.............................14
12. VARIATION OF CAPITAL........................................................15
13. AVAILABILITY OF AUTHORISED CAPITAL..........................................15
14. VARIATION AND TERMINATION OF PLAN...........................................16
15. ADMINISTRATION..............................................................16
16. GENERAL.....................................................................17
17. GOVERNING LAW...............................................................19
18. HEADINGS....................................................................19
</TABLE>
<PAGE> 3
RULES OF THE COOPER (UK) EMPLOYEE
SHARE PURCHASE PLAN
1. INTRODUCTION
The Cooper (UK) Employee Stock Purchase Plan ("Plan") is designed to
provide UK employees of Cooper Industries, Inc. ("Company") and its
subsidiaries with the opportunity to acquire shares of common stock of the
Company, by granting options to such employees on such dates not later than
ten years following the Date of Approval (as defined below) as the Board
(as defined below) may from time to time determine. The Plan is intended to
constitute a "save as your earn" share option scheme within the provisions
of Schedule 9 of the Income and Corporation Taxes Act 1988.
2. NAME
This Plan shall be known as the "Cooper (UK) Employee Share Purchase Plan".
3. DEFINITIONS
3.1 Except where inconsistent with the context the following words and
expressions shall have the following meanings:-
"ACTUAL CONVERTED AGGREGATE AMOUNT" means the Actual Sterling
Aggregate Amount converted into United States dollars using the spot
exchange rate of Barclays Bank Plc at noon GMT on the date of exercise
of an Option;
"ACTUAL STERLING AGGREGATE AMOUNT" means for each Eligible Employee
the total amount in pounds sterling saved by that Eligible Employee
under a Savings Contract together with any Bonus due under that
Savings Contract;
"ASSOCIATED COMPANY" shall, for the purposes of Rule 9.3.6 have the
meaning given to that expression in paragraph 23 of Schedule 9 by
virtue of Section 187(2) of the Taxes Act and, for any other part of
these Rules, "Associated Company" shall have the meaning given to that
expression in section 416 Taxes Act;
"AUDITORS" means the auditors of the Company for the time being;
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<PAGE> 4
"BOARD" means:
1. the board of directors of the Company for the time being; or
2. as appropriate a committee which has been duly authorised by the
board of directors of the Company pursuant to Rule 15;
"BONUS" means:
1. the First Bonus, or
2. the Standard Bonus, or
3. the Maximum Bonus as appropriate in relation to any particular
savings contract;
"BONUS DATE" means in relation to any Savings Contract the earliest
date on which a Bonus is payable;
"CESSATION OF EMPLOYMENT" means the date on which an Option Holder
ceased to be employed within the Group and for this purpose "Group"
shall include any Associated Company;
"CONTROL" means control as defined in section 840 of the Taxes Act;
"DATE OF APPROVAL" means the date on which the Plan is approved by the
Inland Revenue pursuant to Schedule 9;
"ELIGIBLE EMPLOYEE" means:
1. an employee of the Group, or
2. a director of the Company and/or of any Subsidiary who is
contracted to work full-time (and in any event for not less than
25 hours per week exclusive of meal breaks) for the Company
and/or any of the Subsidiaries,
who either has been such an employee or director continuously since 1
January in the calendar year in which the Date of Grant falls, and is
chargeable to tax in respect of his office or employment under Case 1
of Schedule E (as set out in section 19 of the Taxes Act), or is any
other employee of the Group who is permitted by the Board to
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<PAGE> 5
participate in the Plan, and is not precluded from participating in
the Plan by paragraph 8 of Schedule 9;
"EMPLOYEE TRUST" means any one or more trusts established by the
Company or any of its Subsidiaries under the terms of which any one or
more Eligible Employees may obtain benefit;
"ESTIMATED STERLING AGGREGATE AMOUNT" means for each Eligible Employee
an estimate of the Actual Sterling Aggregate Amount, such estimate
being based on the assumption that the Eligible Employee continues to
contribute fully to his Savings Contract for the full term of the
Savings Contract.
"ESTIMATED CONVERTED AGGREGATE AMOUNT" means the Estimated Sterling
Aggregate Amount converted into United States dollars using the spot
exchange rate of Barclays Bank Plc at noon GMT on the Date of Grant;
"EXERCISE PRICE" means the amount per Share payable on the exercise of
an Option;
"FIRST BONUS" means the bonus payable following the making of thirty
six monthly (or the appropriate number of weekly) payments pursuant to
a 3 year Savings Contract;
"GMT" means Greenwich Mean Time;
"GRANT" means a resolution by the Board (or an action by a person duly
authorised by the Board) as a consequence of which the Board has
granted Options over that number of Shares which is to be, and to
those Eligible Employees which are to be, determined in accordance
with Rules 6 and 7 and the "DATE OF GRANT" shall mean the date on
which the resolution is passed or the action is taken as appropriate.
"GROUP" means the Company and all its Subsidiaries for the time being
or, where appropriate, any Jointly-Owned Company which has been
approved by the board of Inland Revenue to participate in the Plan
(and/or any Subsidiary for the time being of such Jointly-Owned
Company) in each case whether incorporated in the United Kingdom or
elsewhere and which is nominated by the Board to participate in the
Plan;
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<PAGE> 6
"INVITATION" means the invitation sent to all Eligible Employees
pursuant to the provisions of Rule 6 which invites the addressee to
participate in the Plan.
"JOINTLY-OWNED COMPANY" means any company which is jointly owned by
the Company (whether directly or indirectly) and one other person
(that is, controlled as to 50% by each of those two persons);
"MARKET VALUE" means
1. on any day the market value of a Share determined in accordance
with the provisions of Part VIII of the Taxation of Chargeable
Gains Act 1992 and agreed in advance for the purposes of the Plan
with the Inland Revenue Shares Valuation Division; or
2. on any day if at the relevant time shares of the same class as
the Shares are listed on the New York Stock Exchange, the average
of the high and low market quotation of shares of that class for
the preceding trading day;
"MAXIMUM BONUS" means the bonus payable pursuant to a 5 year Savings
Contract two years after an entitlement to a Standard Bonus would
accrue where the Eligible Employee has made the appropriate election
for a Maximum Bonus;
"OPTION" means a right to acquire Shares in the capital of the Company
granted pursuant to the Plan;
"OPTION CERTIFICATE" means a certificate evidencing the Option as
referred to in Rule 7.8;
"OPTION HOLDER" means a person who holds an Option or where the
context so permits the legal personal representative of such person;
"PLAN" means the Cooper UK Employee Share Purchase Plan established by
these Rules subject to any amendments made in accordance with their
terms;
"RULES" means these rules as amended from time to time;
"SAVINGS CONTRACT" means a contract under a certified contractual
savings scheme (within the meaning of Section 326 Taxes Act) entered
into with a bank or building
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<PAGE> 7
society nominated by the Board and which has been approved for the
purpose of Schedule 9 by the Inland Revenue;
"SCHEDULE 9" means Schedule 9 to the Taxes Act;
"SHARES" means shares of common stock (par value $5.00 per share) in
the capital of the Company which comply with the requirements of
paragraphs 10 to 14 inclusive of Schedule 9;
"SPECIFIED AGE" means:
1. sixty five years, or
2. any other age determined by the Board from time to time provided
that any other age determined by the Board shall not be less than
sixty years and not more than seventy five years and any such
determination shall not be effective until the amendment has been
approved by the board of the Inland Revenue;
"STANDARD BONUS" means the bonus payable following the making of sixty
monthly or the appropriate number of weekly payments pursuant to a 5
year Savings Contract;
"SUBSIDIARY" means a company which is under the Control of the Company
(or any Jointly-Owned Company, as the case may be) and is a subsidiary
of it within the meaning of Section 736 of the Companies Act 1985;
"SUBSISTING OPTION" means an Option which has neither lapsed nor been
exercised;
"TAXES ACT" means the Income and Corporation Taxes Act 1988;
"TOTAL EXERCISE COST" means the total amount payable for Shares,
expressed as an amount in United States dollars, which may be or are
issued or transferred on the exercise of an Option;
"TRUSTEES" means the trustees for the time being of the Employee Trust
as approved by the Board.
3.2 Words importing the singular shall include the plural and vice versa
and words importing the masculine shall include the feminine.
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<PAGE> 8
3.3 References to a statute or to any part or parts thereof shall include
references to the same as from time to time amended or re-enacted.
3.4 Except where inconsistent with the context and unless otherwise stated
any words or expressions used herein shall have the same meanings as
in Schedule 9.
4. INDIVIDUAL SAVINGS LIMITS
4.1 Following any particular invitation to participate in the Plan an
Eligible Employee may apply for the grant of an Option provided that:-
4.1.1 the minimum contributions payable under the Savings Contract to
be entered into in respect of such grant shall not be less than
(pound)5 per month nor greater than the amount per month
specified from time to time in paragraph 24(2)(b) of Schedule
9; and
4.1.2 the contribution payable in any month by the Eligible Employee
under the Savings Contract to be entered into in respect of
such grant when added to the contributions payable under all
other subsisting Savings Contracts or savings contracts
approved or treated as approved by the Inland Revenue for
savings related share option schemes approved by the Inland
Revenue for the purposes of Schedule 9, shall not exceed the
greater of(pound)250 or the maximum amount permitted by
Schedule 9 or if less, such other maximum amount specified by
the Board or the Trustees in its/their absolute discretion by
reference to any particular invitation.
5. EXERCISE PRICE
The Exercise Price for an Option shall be determined on the Date of Grant
subject to the following:-
5.1 In the case of an Option to acquire one or more Shares the Exercise
Price shall be 85% of the Market Value of a Share (or such higher
percentage as may from time to time be permitted by the Taxes Act);
and
5.2 In the case of an Option to subscribe for one or more Shares the
Exercise Price shall be the greater of the nominal value and 85% of
the Market Value of a Share (or such higher percentage as may from
time to time be permitted by the Taxes Act).
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<PAGE> 9
5.3 The Exercise Price for an Option shall be stated in United States
dollars.
5.4 Subject to Rule 7.5 Options must be granted no more than 30 days after
the day on which the Market Value is determined.
6. INVITATIONS AND APPLICATIONS FOR OPTIONS
6.1 Subject to any requirements limits or restrictions contained elsewhere
in the Rules the Board and/or the Trustees may in its/their absolute
discretion issue Invitations to all persons who are Eligible
Employees.
6.2 The Board (or in circumstances where Options are to be granted by the
Trustees, the Trustees in consultation with the Board);
6.2.1 shall have determined the maximum number of Shares over which
Options have been granted on the Date of Grant; and
6.2.2 may have at that time determined a higher number to which such
maximum may be increased if and only if the need for scaling
down under Rule 7.5 will be thereby avoided
subject in all events to the limit on the aggregate number of Shares
that may be issued under the Plan as set out in Rule 13.1.
6.3 Invitations shall include an application form, (in a form determined
by the Board or Trustees, as appropriate) together with instructions
for the completion and return of the application in accordance with
Rule 6.4.
6.4 Invitations shall state whether the Savings Contracts to be entered
into in relation to the particular grant shall include any one or more
of:-
6.4.1 the First Bonus;
6.4.2 the Standard Bonus;
6.4.3 the Maximum Bonus;
and if appropriate must invite Eligible Employees to select which
Savings Contract they wish to enter into and to indicate their
selection on the application form.
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<PAGE> 10
6.5 Not later than the date specified in the Invitation (being neither
earlier than fourteen nor later than twenty-one days after the Date of
Grant, unless on a particular occasion the Inland Revenue has agreed
to a variation in the time allowed for the response to Invitations)
each Eligible Employee to whom an Invitation has been issued may
return the application form provided pursuant to Rule 6.3 to the Board
or the Trustees (as the case may be) thereby indicating that he wishes
to be granted an Option.
6.6 Subject to Rule 7 below, applications shall be taken to be for an
Option over Shares with a Total Exercise Cost as near as possible to
but not exceeding the Estimated Converted Aggregate Amount.
7. GRANT OF OPTIONS AND SCALING-DOWN
7.1 Subject to this Rule 7 the Option shall be over the number of Shares
for which application is made.
7.2 Not later than the twenty-eighth day following the issue of
Invitations the Board (on behalf of the Company) and/or the Trustees
(as the case may be) shall confirm to each applicant who is still an
Eligible Employee that an Option has been granted to that Eligible
Employee and indicating the maximum number of Shares over which the
Option has been granted.
7.3 Where any Option has been granted by the Board and the terms specified
in the Option provide for the satisfaction of the Option by the issue
of Shares by the Company then the Board may in its absolute discretion
determine that in substitution for the allotment and issue of Shares
it shall procure that some or all of the Shares over which the Option
subsists shall be satisfied, in accordance with Rule 13.2, by some
other person or body. Such determination may be made at any time
following the grant of any particular Option and prior to the
resolution of the Board to satisfy the exercise of any Option by the
issue of Share.
7.4 Options may be granted pursuant to the Plan as follows:-
7.4.1 By the Board where such Option will, subject to Rule 13.2
below, be satisfied on its exercise by the Company issuing
Shares to the relevant Option Holder;
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<PAGE> 11
7.4.2 By the Board, where such Option will be satisfied on its
exercise by some other person or body (including, without
limitation, the Trustees);
7.4.3 By the Trustees where such Option on its exercise will be
satisfied by the transfer of Shares from the Employee Trust.
7.5 If the Board and/or the Trustees receive completed application forms
which indicate that the maximum number of Shares over which Options
have been granted on the Date of Grant is insufficient after taking
into account any higher number of Shares over which Options have been
granted pursuant to Rule 6.2 then reference to the fortieth day shall
be substituted for reference to the twenty-eighth day in Rule 7.2 and
the following steps shall be carried out successively to the extent
necessary to eliminate the excess:-
7.5.1 each election for the Maximum Bonus to be included in the
repayment under the Savings Contract shall be deemed to be an
election for only the Standard Bonus to be so included;
7.5.2 each election for the Standard Bonus or the First Bonus to be
included in the repayment under the Savings Contract shall be
deemed to be an election for no bonus to be so included;
7.5.3 the excess over the minimum monthly savings contribution chosen
by each applicant in relation to that particular grant shall be
reduced pro rata to the extent necessary;
7.5.4 each election for a 5 year Savings Contract shall be deemed to
be an election for only a 3 year Savings Contract;
7.5.5 subject to Rule 7.6, applications will be selected by lot each
based on a monthly savings contribution of (pound)5 and the
inclusion of no bonus in the repayment under the Savings
Contract.
Each application shall be deemed to have been modified or withdrawn in
accordance with the application of the foregoing provisions and the
Board shall amend each Savings Contract proposal form to reflect any
reduction in monthly savings contributions resulting from such
application.
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7.6 As an alternative to selecting applications by lot, the Board and/or
the Trustees may determine in its/their absolute discretion that no
Options shall be granted.
7.7 For the avoidance of doubt, the grant of an Option to an Eligible
Employee shall be conditional upon the Eligible Employee having
entered into a Savings Contract such that the Estimated Converted
Aggregate Amount will be not less than the Total Exercise Cost of the
Shares over which the Option is granted.
7.8 The grant of an Option shall be evidenced by the issue of a
certificate under the authority of the Board or the Trustees as
appropriate in such form as the Board and/or the Trustees may
determine and which shall specify:-
7.8.1 the Exercise Price;
7.8.2 the maximum number of Shares over which the Option is granted
based on the Barclays Bank plc dollar/sterling spot exchange
rate at noon on the Date of Grant;
7.8.3 the Date of Grant; and
7.8.4 a statement to the effect that the actual number of Shares over
which the Eligible Employee shall be able to exercise an Option
shall be determined on the date of exercise of the Option (or
as soon after that date as is practicable) according to the
dollar/sterling spot exchange rate of Barclays Bank plc at noon
GMT on the date of exercise of the Option.
7.9 If any certificate shall be destroyed, lost, defaced or worn out, it
may be renewed on such evidence being provided and on such terms as
the Board or Trustees may require.
7.10 No Option may be granted later than 10 years after the Date of
Approval.
8. RESTRICTIONS ON TRANSFER OF OPTIONS
An Option shall be personal to the Option Holder (or, where appropriate,
his legal personal representatives) and shall not be assignable. Any
purported assignment transfer, charge, disposal or dealing with the rights
and interests of the Option Holder shall render the Option void.
10
<PAGE> 13
9. EXERCISE OF OPTIONS
9.1 Subject to any provision in these Rules to the contrary an Option
shall:-
9.1.1 become exercisable on the Bonus Date; and
9.1.2 lapse six months after the Bonus Date.
9.2 The maximum number of Shares over which an Option shall be exercisable
shall be determined using the Exercise Price and the Actual Converted
Aggregate Amount.
9.3 No Option shall be exercisable over a number of Shares to the extent
that the Total Exercise Cost exceeds the Actual Converted Aggregate
Amount and, for the purposes of this Rule, the Actual Converted
Aggregate Amount excludes the repayment of any contribution the due
date for payment of which falls more than one month after the date on
which repayment under the Savings Contract is made.
9.4 An Option may be exercised by an Option Holder in the circumstances
and within the periods specified below and (except as set out in Rule
9.4.4 below) shall thereafter lapse:-
9.4.1 if the Option Holder dies before the Bonus Date, the period of
twelve months after his death;
9.4.2 if the Option Holder dies in the six months following the Bonus
Date the period of twelve months after the Bonus Date;
9.4.3 unless the Option Holder has died, and subject to Rules 9.3 and
9.4.1, the period of six months following Cessation of
Employment by reason of injury disability redundancy within the
meaning of the Employment Protection (Consolidation) Act 1978
or retirement on reaching an age not less than either the age
at which he is bound to retire in accordance with the terms of
his contract of employment or the Specified Age;
9.4.4 subject to Rules 9.3 and 9.1.2 the period of six months after
the Option Holder reaches the Specified Age if he continues to
be employed within the Group after reaching such Specified Age;
11
<PAGE> 14
9.4.5 unless the Option Holder had died, and subject to Rules 9.3 and
9.1.2, the period of six months following Cessation of
Employment (other than for reasons of dismissal for misconduct,
by reason of early retirement or voluntary redundancy) in
circumstances in which Rules 9.4.1, 9.4.2 and 9.4.3 do not
apply provided that on such Cessation of Employment at least
three years have elapsed since the Date of Grant;
9.4.6 subject to Rules 9.3 and 9.1.2 the period of six months
following Cessation of Employment by reason of the Company by
which he is employed ceasing to be a member of the Group or by
reason of the sale of the undertaking in which he is employed
to a transferee which is neither a member of the Group nor an
Associated Company; and
9.4.7 the events specified in Rule 11.
9.5 Subject to Rule 9.1.2 an Option shall lapse if:
9.5.1 the Option Holder ceases to be employed within the Group for
any reason other than as set out in Rule 9.4 hereof provided
that an Option Holder who ceased to be an Eligible Employee by
reason of pregnancy or confinement and who exercises her right
to return to work under Section 45 of the Employment Protection
(Consolidation) Act 1978 before exercising an Option under the
Plan will be treated for these purposes as not having ceased to
be an Eligible Employee; or
9.5.2 the whole or part of an Option Holder's contributions under the
related Savings Contract are repaid to the Option Holder before
the earliest date on which the Option may be exercised in
accordance with this Plan; or
9.5.3 the Option Holder is adjudicated bankrupt.
9.6 No Option may be exercised when:
9.6.1 the Option Holder is; or
9.6.2 the personal representative(s) of an Option Holder who at the
date of his death is or are,
12
<PAGE> 15
precluded from participating in the Plan by paragraph 8 of the
Schedule 9. In addition and (subject to Rules 9.4.1, 9.4.2, 9.4.3,
9.4.5 and 9.4.6) no Option may be exercised by an Option Holder when
he is not an Eligible Employee.
10. MANNER OF EXERCISE OF OPTIONS
10.1 In order to exercise an Option the Option Holder or his legal personal
representative shall terminate the related Savings Contract and
deliver to the Secretary of the Company (or his designee) or the
Trustees as appropriate his Option Certificate together with a written
notice signed by or on behalf of the Option Holder and specifying the
number of Shares in respect of which the Option is being exercised and
payment in full of the Exercise Price in United States dollars for
those Shares.
10.2 An Option may be exercised on one occasion only in respect of all or
any of the Shares over which it is granted.
10.3 If the Actual Converted Aggregate Amount exceeds the Total Exercise
Cost, the Option Holder shall receive a cash refund to the extent that
the Actual Converted Aggregate Amount exceeds the Total Exercise Cost.
10.4 If the Actual Converted Aggregate Amount is less than the Total
Exercise Cost, the number of Shares that the Option Holder may
purchase upon exercise of the Option shall be limited to the number of
Shares that can be purchased at the Exercise Price using the Actual
Converted Aggregate Amount.
10.5 All allotments, issues and transfers of Shares shall be made on such
day or days as the Board or the Trustees may determine and shall be
made to the Option Holder (or at the absolute discretion of the Board
or the Trustees (as appropriate), to one or more nominee or nominees
including, for the avoidance of doubt, to the administrators of any
tax efficient equity ownership plan nominated by the Option Holder)
within 30 days of the exercise of the relevant Option subject however
to any necessary consents under any relevant enactments or regulations
for the time being in force having been obtained (and it shall be the
responsibility of the Option Holder to comply with any requirements to
be fulfilled in order to obtain or obviate the necessity for any such
consent).
13
<PAGE> 16
10.6 If a dividend or other distribution is to be or is proposed to be paid
to holders of the Shares on the register on a date prior to the date
of exercise of an Option the Shares to be issued or transferred upon
such exercise will not rank for such dividend or other distribution.
Subject to the foregoing Shares allotted or transferred upon the
exercise of an Option shall rank pari passu in all respects with the
Shares in issue on the date of such exercise
11. MERGER, SALE, CHANGE OF CONTROL AND LIQUIDATION
11.1 If any person obtains Control of the Company as a result of making:-
11.1.1 a general offer to acquire the whole of the issued share
capital of the Company which is made on a condition such that
if it is satisfied the person making the offer will have
Control of the Company; or
11.1.2 a general offer to acquire all of the shares in the Company
which are of the same class as the Shares;
any Subsisting Option held by an Option Holder may be exercised
(subject to Rule 12.1 below and to Rules 9.3 and 9.1.2 above) within
six months of the time when the person making the offer has obtained
Control of the Company and any condition subject to which the offer is
made has been satisfied (unless the Inland Revenue has agreed to a
reduction in the time allowed for the exercise of Subsisting Options)
and if not so exercised shall then lapse. For the purposes of this
paragraph a person shall be deemed to have obtained control of the
Company if he and others acting in concert with him have together
obtained Control of it.
11.2 If as a result of the events specified in Rules 11.1 a person has
obtained Control of the Company and, in accordance with the provisions
of that Rule, the Option Holder has exercised any Subsisting Option
the Company shall use its reasonable endeavours to procure that
following the transfer or allotment (as the case may be) of Shares to
the Option Holder, inasmuch as such Shares were not previously
included in the general offer, the relevant party shall offer to
acquire such Shares from the Option Holder upon the same terms as
those upon which the Shares were originally acquired under the general
offer.
14
<PAGE> 17
11.3 If notice is duly given of a resolution for the voluntary winding-up
of the Company (other than for the purpose of reconstruction or
amalgamation) an Option Holder may (subject to Rules 9.3 and 9.1.2)
during the six months thereafter exercise all or any of his Subsisting
Options (but so that such exercise shall be conditional upon the
passing of such resolution before the expiry of six months after the
Bonus Date) which shall then lapse.
12. VARIATION OF CAPITAL
12.1 The aggregate number of Shares which may be issued under the Plan may
be increased to reflect a change in capitalisation of the Company,
such as a stock dividend or stock split.
12.2 If, prior to the expiration of an Option, the Company shall effect a
subdivision or consolidation of its Shares or the payment of a stock
dividend on its Shares without receipt of consideration by the
Company, the number of Shares thereafter subject to such Option (i) in
the event of an increase in the number of outstanding shares shall be
proportionately increased, and the Exercise Price shall be
proportionately reduced, and (ii) in the event of a reduction in the
number of outstanding shares shall be proportionately reduced, and the
Exercise Price shall be proportionately increased.
12.3 No adjustments shall be made without specific prior approval of the
Inland Revenue.
12.4 Notice of any such adjustments shall be given to the Option Holders
who if required shall return their Option Certificates for endorsement
or replacement
13. AVAILABILITY OF AUTHORISED CAPITAL
13.1 The aggregate number of Shares that may be issued under the Plan is
500,000 which Shares may be authorised but unissued shares or treasury
shares, or both.
13.2 The Company shall make application to the New York Stock Exchange in
respect of the maximum number of Shares issuable under the Plan and
thereafter submit such returns or reports as may be required by the
Exchange concerning the number of Shares actually allotted under the
Plan.
13.3 The Company shall keep available sufficient authorised but unissued
Shares or treasury shares to satisfy in full all outstanding Options
granted by the Company to
15
<PAGE> 18
subscribe for Shares and ensure that there are sufficient Shares in
issue or treasury shares available to satisfy any Subsisting Option to
acquire Shares.
13.4 At any time following the grant of an Option by the Company the
Company may elect to satisfy its obligation to issue Shares arising
from such exercise by procuring the transfer by the Trustees or any
other existing shareholder or shareholders to the Option Holder of the
number of issued Shares equal to the number of Shares in respect of
which the Option is exercised and at a price equal to the Exercise
Price and otherwise on terms no less favourable (mutatis mutandis) to
the Option Holder than those which would have applied had the Company
not made such election.
14. VARIATION AND TERMINATION OF PLAN
14.1 These Rules may be altered by resolution of the Board in any manner
and at any time subject to the following provisions:
14.1.1 in making such alteration, the Board shall have regard to the
fact that, if such an alteration is made at a time when the
Plan is approved by the Inland Revenue under Schedule 9, the
approval shall not have effect until approved by the Inland
Revenue and approval shall therefore be sought from the Inland
Revenue as soon as possible following the making of any
alteration; and
14.1.2 no alteration may materially affect an Option Holder as regards
an Option granted prior to the alteration being made save that
this shall not prevent the issue of Options after the date of
the alteration on terms more favourable than those Options
granted prior to that date.
14.1.3 The Company may by ordinary resolution of the Board at any time
resolve to terminate the Plan in which case no further Options
shall be granted but the Subsisting Options shall not be
affected by such termination.
15. ADMINISTRATION
15.1 The Plan shall be administered by the Plan Administration Committee
established by the Board, which committee shall be authorised to
approve offerings under the Plan and 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
16
<PAGE> 19
the Plan. The decision of such committee shall be final and binding
for all purposes with respect to any question arising under the Plan.
15.2 The committee is authorised to amend the Plan to benefit the
administration of the Plan and make amendments to bring the Plan
within the terms of Schedule 9 and/or to obtain or maintain Inland
Revenue approval under the provisions of Schedule 9 or any other
enactment and/or to take advantage of or to comply with any changes in
existing or proposed legislation or to obtain or maintain favourable
taxation, exchange control or regulatory treatment of the Company, any
Subsidiary or Option Holder.
16. GENERAL
16.1 In the event of any dispute or question concerning the construction or
effect of the Plan the decision of the Board shall be final and
conclusive subject to the concurrence of the Auditors wherever
required under these Rules.
16.2 In any matter in which they are required to act under the Plan the
Auditors shall be deemed to be acting as experts and not as
arbitrators and the Arbitration Acts 1950 to 1996 shall not apply
hereto.
16.3 Notwithstanding any provisions of any other of these Rules the Plan
shall not form part of any contract of employment of any Eligible
Employee and shall not confer any legal or equitable rights (other
than those constituting the Options themselves) against the Company or
any Subsidiary nor shall the benefits to Eligible Employees under the
Plan form any part of their remuneration for pension or other
purposes.
16.4 If an Option Holder shall cease for any reason to be an Eligible
Employee his rights and benefits under the Plan or in connection
therewith (actual or prospective) or any loss thereof shall not
entitle him to any claim for compensation against the Company or any
Subsidiary.
16.5 If a person shall cease to be an Eligible Employee for whatever reason
he shall not be entitled to compensation for any loss of any rights or
benefits (actual or prospective) under the Plan which he might
otherwise have enjoyed whether such compensation is claimed by way of
damages for unfair dismissal, wrongful dismissal or other breach of
contract or by way of compensation for loss of office or otherwise.
17
<PAGE> 20
16.6 The Board may from time to time make and vary such regulations (not
being inconsistent with the Plan) for the implementation and
administration of the Plan as it thinks fit.
16.7 Option Holders shall not be entitled to copies of notices and
documents sent to ordinary shareholders prior to the exercise of an
Option.
16.8 It shall be the duty of the Board or the Trustees (as appropriate) to
provide returns of any Options granted or exercised and to make
available such further information as may be requested from time to
time by the board of the Inland Revenue.
16.9 Any notice or other communication under or in connection with the Plan
may be given by personal delivery or by sending the same by post, in
the case of a company to its registered office and in the case of an
individual to his last known address, or, where he is a director or
employee of a Group company either to his last known address or to the
address of the place of business at which he performs the whole or
substantially the whole of the duties of his office or employment, and
where a notice or other communication is given by first-class post, it
shall be deemed to have been received 48 hours after it was put into
the post properly addressed and stamped.
16.10 The costs of introducing and administering the Plan shall be borne by
the Company.
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<PAGE> 21
17. GOVERNING LAW
The Rules and the Plan shall in all respects be governed by the laws of
England and the English Courts shall have non exclusive jurisdiction to
hear and determine any disputes which arise or may arise in connection with
the Plan.
18. HEADINGS
The headings contained herein are for convenience only and shall not affect
the construction of the Rules.
ON BEHALF OF THE COMPANY I HEREBY DECLARE THAT THE BOARD HAS APPROVED AND
ADOPTED THESE RULES.
SIGNED: /s/ David R. Sheil
-----------------------------
David R. Sheil
CAPACITY: Senior Vice President, Human Resources, Cooper Industries, Inc.
DATE: 19 May 2000
19
<PAGE> 1
[Printed on Cooper Letterhead]
EXHIBIT 5.1
May 18, 2000
Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration on Form S-8 of Cooper Industries, Inc.
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary for Cooper Industries,
Inc., an Ohio corporation ("Cooper"), and am familiar with the registration
statement on Form S-8 under the Securities Act of 1933, as amended, covering the
registration of 500,000 shares of Cooper's common stock, $5.00 par value (the
"Shares"), issuable pursuant to the Cooper (UK) Employee Share Purchase Plan
(the "Plan"). I have examined such certificates, documents and records of Cooper
and have made such other investigations as I have deemed necessary in order to
render the opinion hereinafter set forth.
I am of the opinion that Shares issued pursuant to the Plan are duly authorized
and duly reserved for issuance pursuant to the Plan, and, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the use of my name in such registration statement and also
to the filing of this opinion as an exhibit to such registration statement.
Very truly yours,
/s/ DIANE K. SCHUMACHER
- ---------------------------
Diane K, Schumacher
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference herein of our report January 27,
2000, with respect to the consolidated financial statements of Cooper
Industries, Inc., incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1999, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
May 22, 2000
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ Warren L. Batts
-----------------------------
Warren L. Batts
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ Robert M. Devlin
-----------------------------
Robert M. Devlin
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ Clifford J. Grum
-----------------------------
Clifford J. Grum
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ John D. Ong
-----------------------------
John D. Ong
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ Sir Ralph H. Robins
-----------------------------
Sir Ralph H. Robins
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ H. Lee Scott
-----------------------------
H. Lee Scott
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ Dan F. Smith
-----------------------------
Dan F. Smith
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a 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 of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such 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 February, 2000.
/s/ James R. Wilson
-----------------------------
James R. Wilson
