ITEM 1. BUSINESS; ITEM 2.
ITEM 3. LEGAL PROCEEDINGS
As previously reported, the Company, and certain of its current and former officers and directors, were named in a consolidated class action lawsuit, brought in the United States District Court for the Southern District of Texas, Houston Division, on behalf of all persons who purchased Cooper Common Stock during the period from February 1, 1993 through January 25, 1994. The case, which was filed on January 26, 1994, was docketed in the court as Civil Action No. H-94-0280, and was entitled PHILLIP FRANK AND PATRICIA RANKIN, ET AL V. COOPER INDUSTRIES, INC., ET AL. The consolidated complaint alleged that the defendants, through certain public statements, misled investors respecting (i) deterioration in certain of the Company's markets and the demand for some of its products, and (ii) the Company's anticipated performance in 1994. The key allegation in the consolidated complaint related to the Company's public announcement in early 1994 that the deterioration in oil, gas and other energy related markets could cause the Company's share earnings to decrease by as much as 25 percent in 1994.
The case was scheduled for trial during the December 1996 trial term. In November 1996, the Company agreed to settle the lawsuit with the payment of $6.85 million to a settlement fund. The settlement had no impact on the financial results of the Company for 1996. The settlement agreement received final approval from the Court on March 4, 1997.
The Company denied the material allegations of the consolidated complaint and admitted no liability in the settlement, but agreed to the settlement to avoid the expense and distraction of further legal proceedings. The settlement resulted in a release of all claims against the Company and the named individuals.
The Company is subject to various other suits, legal proceedings and claims that arise in the normal course of business. While it is not feasible to predict the outcome of these matters with certainty, management is of the opinion that their ultimate disposition should not have a material adverse effect on the Company's financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters were submitted to a vote of the shareholders.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock (symbol - CBE) is listed on the New York Stock Exchange and the Pacific Stock Exchange. Options for the Company's Common Stock are listed on the American Stock Exchange.
As of March 3, 1997 there were 31,700 record holders of the Company's Common Stock.
The high and low quarterly sales price for the past two years of the Company's Common Stock, as reported by Dow Jones & Company, Inc., are as follows:
Annual cash dividends declared on the Company's Common Stock during 1996 and 1995 were $1.32 a share ($.33 a quarter). On February 12, 1997, the Board of Directors declared a quarterly dividend of $.33 a share, which will be paid April 1, 1997 to shareholders of record on March 3, 1997.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data for Cooper for each of the five years in the period ended December 31, 1996. The selected historical financial information shown below has been derived from Cooper's audited consolidated financial statements. This information should be read in conjunction with Cooper's consolidated financial statements and notes thereto incorporated herein by reference to pages A-12 through A-37 of Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
________________
(1) Includes the results of Moog Automotive Group, Inc., which was acquired effective October 1, 1992 from IFINT S.A. This transaction was accounted for as a purchase.
[footnotes continued next page]
(2) Includes the results of Abex Friction Products, which was acquired effective December 30, 1994 from Abex, Inc. This transaction was accounted for as a purchase.
(3) Includes the results of CEAG Sicherheitstechnik, which was acquired effective December 31, 1995 from Asea Brown Boveri AG. This transaction was accounted for as a purchase. ___________________
In the first quarter of 1992, Cooper adopted the following accounting standards: SFAS No. 106 (Employers' Accounting for Postretirement Benefits Other Than Pensions); SFAS No. 109 (Accounting for Income Taxes); and SFAS No. 112 (Employers' Accounting for Postemployment Benefits). For additional information concerning the year-to-year comparability of the financial information set forth in the preceding table, see (i) Notes 1, 2, 3, 8, 9 and 19 of the Notes to Consolidated Financial Statements and (ii) Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference to pages A-16 through A-18, A-22 through A-24, A-34 through A-35 and A-1 through A-9 of Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to pages A-1 through A-9 of Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to pages A-10 through A-37 of Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to pages 3 through 8 of the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to pages 11 through 20 of the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to pages 2 and 9 of the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements and Other Financial Data (incorporated by reference to the pages shown below in Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders).
Financial information with respect to subsidiaries not consolidated and 50 percent or less owned persons accounted for by the equity method has not been included since in the aggregate such subsidiaries and investments do not constitute a significant subsidiary.
2. Financial Statement Schedules
Financial statement schedules are not included in this Form 10-K Annual Report because they are not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits
3.1 Twenty-Sixth Amended Articles of Incorporation of Cooper Industries, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-Q for the quarter ended September 30, 1996).
3.2 Code of Regulations (By-Laws), as amended, of Cooper Industries, Inc. (incorporated herein by reference to Exhibit 3.2 of the Company's Form 10-K for the year ended December 31, 1992).
4.1 Form of Indenture between Cooper Industries, Inc. and The First National Bank of Chicago, as Trustee, relating to the 7.05% Convertible Subordinated Debentures due 2015 (incorporated herein by reference to Exhibit 4.2 to Registration Statement No. 33-31941).
10.1 1989 Director Stock Option Plan (incorporated herein by reference to Exhibit 28.1 to Registration Statement No. 2-33-29302).
10.2 Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-K for the year ended December 31, 1992).
10.3 Cooper Industries, Inc. Directors Retirement Plan (incorporated herein by reference to Exhibit 10.3 of the Company's Form 10-K for the year ended December 31, 1992).
10.4 Cooper Industries, Inc. Executive Restricted Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Company's Form 10-K for the year ended December 31, 1992).
10.5 Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (incorporated herein by reference to Exhibit 10.6 of the Company's Form 10-K for the year ended December 31, 1992).
10.6 Cooper Industries, Inc. Supplemental Excess Defined Contribution Plan (incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-K for the year ended December 31, 1992).
10.7 Management Incentive Compensation Deferral Plan (incorporated herein by reference to Exhibit 10.8 of the Company's Form 10-K for the year ended December 31, 1992).
10.8 Crouse-Hinds Company Officers' Disability and Supplemental Pension Plan (incorporated herein by reference to Exhibit 10.9 of the Company's Form 10-K for the year ended December 31, 1992).
10.9 Cooper Industries, Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit I to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996.)
10.10 Form of Cooper Industries, Inc. Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.10 of the Company's Form 10-K for the year ended December 31, 1995).
10.11 Form of Cooper Industries, Inc. Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.11 of the Company's Form 10-K for the year ended December 31, 1995).
10.12 Form of Cooper Industries, Inc. Executive Stock Incentive Agreement (incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 1995).
10.13 Cooper Industries, Inc. Management Annual Incentive Plan (incorporated herein by reference to Exhibit II to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996).
10.14 Cooper Industries, Inc. Directors' Stock Plan (incorporated herein by reference to Exhibit III to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996).
12.0 Computation of Ratios of Earnings to Fixed Charges for the Calendar years 1992 through 1996.
13.0 Text of Appendix A to Cooper Industries, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 1997.
21.0 List of Cooper Industries, Inc. Subsidiaries.
23.0 Consent of Ernst & Young LLP.
24.0 Powers of Attorney from members of the Board of Directors of Cooper Industries, Inc.
27.0 Financial Data Schedule.
Cooper will furnish to the Commission supplementally upon request a copy of any instrument with respect to long-term debt of the Company.
Copies of the above Exhibits are available to shareholders of record at a charge of $.25 per page, minimum order of $10.00. Direct requests to:
Cooper Industries, Inc. Attn: Corporate Secretary P.O. Box 4446 Houston, Texas 77210
(b) Reports on Form 8-K. During the last quarter of 1996, the Company filed a report on Form 8-K dated October 22, 1996, which included a copy of a press release containing the Company's financial results for the quarter ended September 30, 1996, as well as the Company's business outlook for 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COOPER INDUSTRIES, INC.
Date: March 27, 1997 By /s/ H. JOHN RILEY, JR. ----------------------- --------------------------- (H. John Riley, Jr., President and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Cooper Industries, Inc.
1996 Annual Report on Form 10-K
Cross Reference Sheet
INDEX TO EXHIBITS
Exhibit Number Description ------- -----------
3.1 Twenty-Sixth Amended Articles of Incorporation of Cooper Industries, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-Q for the quarter ended September 30, 1996).
3.2 Code of Regulations (By-Laws), as amended, of Cooper Industries, Inc. (incorporated herein by reference to Exhibit 3.2 of the Company's Form 10-K for the year ended December 31, 1992).
4.1 Form of Indenture between Cooper Industries, Inc. and The First National Bank of Chicago, as Trustee, relating to the 7.05% Convertible Subordinated Debentures due 2015 (incorporated herein by reference to Exhibit 4.2 to Registration Statement No. 33-31941).
10.1 1989 Director Stock Option Plan (incorporated herein by reference to Exhibit 28.1 to Registration Statement No. 2-33-29302).
10.2 Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-K for the year ended December 31, 1992).
10.3 Cooper Industries, Inc. Directors Retirement Plan (incorporated herein by reference to Exhibit 10.3 of the Company's Form 10-K for the year ended December 31, 1992).
10.4 Cooper Industries, Inc. Executive Restricted Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Company's Form 10-K for the year ended December 31, 1992).
10.5 Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (incorporated herein by reference to Exhibit 10.6 of the Company's Form 10-K for the year ended December 31, 1992).
10.6 Cooper Industries, Inc. Supplemental Excess Defined Contribution Plan (incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-K for the year ended December 31, 1992).
10.7 Management Incentive Compensation Deferral Plan (incorporated herein by reference to Exhibit 10.8 of the Company's Form 10-K for the year ended December 31, 1992).
10.8 Crouse-Hinds Company Officers' Disability and Supplemental Pension Plan (incorporated herein by reference to Exhibit 10.9 of the Company's Form 10-K for the year ended December 31, 1992).
10.9 Cooper Industries, Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit I to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996.)
10.10 Form of Cooper Industries, Inc. Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.10 of the Company's Form 10-K for the year ended December 31, 1995).
10.11 Form of Cooper Industries, Inc. Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.11 of the Company's Form 10-K for the year ended December 31, 1995).
10.12 Form of Cooper Industries, Inc. Executive Stock Incentive Agreement (incorporated herein by reference to Exhibit 10.12 of the Company's Form 10-K for the year ended December 31, 1995).
10.13 Cooper Industries, Inc. Management Annual Incentive Plan (incorporated herein by reference to Exhibit II to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996).
10.14 Cooper Industries, Inc. Directors' Stock Plan (incorporated herein by reference to Exhibit III to the Company's Proxy Statement for the Annual Meeting of Shareholders held April 30, 1996).
12.0 Computation of Ratios of Earnings to Fixed Charges for the Calendar years 1992 through 1996.
13.0 Text of Appendix A to Cooper Industries, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 1997.
21.0 List of Cooper Industries, Inc. Subsidiaries.
23.0 Consent of Ernst & Young LLP.
24.0 Powers of Attorney from members of the Board of Directors of Cooper Industries, Inc.
27.0 Financial Data Schedule.