-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9tWx+oG6zkG2SY08qpXZLwEdqkEFAjVem3+JlYin9NZuEFr3k6vDQzfdW1bfVO/ 95U9eVlP+N3IVTi9Es7DLQ== 0000950129-96-001569.txt : 19960725 0000950129-96-001569.hdr.sgml : 19960725 ACCESSION NUMBER: 0000950129-96-001569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960724 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960724 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER INDUSTRIES INC CENTRAL INDEX KEY: 0000024454 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 314156620 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01175 FILM NUMBER: 96598375 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 4000 STREET 2: FIRST CITY TWR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137395400 MAIL ADDRESS: STREET 1: P.O. BOX 4446 CITY: HOUSTON STATE: TX ZIP: 77210 FORMER COMPANY: FORMER CONFORMED NAME: COOPER BESSEMER CORP DATE OF NAME CHANGE: 19710505 8-K 1 COOPER INDUSTRIES, INC. - DATED 07/24/96 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 24, 1996 -------------------------------- COOPER INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-1175 31-4156620 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 1001 Fannin, Suite 4000, Houston, Texas 77002 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 713/739-5400 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 5 Other Events Second Quarter 1996 Results of Operations On July 24, 1996, the Company issued the press release attached hereto as Exhibit 99.1 setting forth the Company's results of operations for the calendar quarter ended June 30, 1996. Item 7 Financial Statements and Exhibits Exhibits 99.1 Company Press Release Dated July 24, 1996 Titled "Cooper Industries Reports Second-Quarter Share Earnings Up 13%". SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COOPER INDUSTRIES, INC. (Registrant) Date: July 24, 1996 /s/ D. Bradley McWilliams ------------------------------ D. Bradley McWilliams Senior Vice President, Finance -2- 3 EXHIBIT INDEX Exhibit No. - ----------- 99.1 Company Press Release Dated July 24, 1996 Titled "Cooper Industries Reports Second-Quarter Share Earnings Up 13%." -3- EX-99.1 2 PRESS RELEASE DATED 07/24/96 1 EXHIBIT 99.1 Cooper Industries P.O. Box 4446 Houston, Texas 77210 News Release [COOPER LOGO] FOR IMMEDIATE RELEASE July 24, 1996 Contacts: Sharon Newquist Phyllis Piano (713) 739-5578 (713) 739-5415 COOPER INDUSTRIES REPORTS SECOND-QUARTER SHARE EARNINGS UP 13% HOUSTON, July 24 -- Second-quarter fully diluted share earnings from continuing operations of Cooper Industries, Inc. (NYSE-CBE) rose 13% to 77 cents from 68 cents a share in the same quarter of 1995. Revenues increased to $1.4 billion from $1.3 billion in the second quarter of 1995. Second-quarter operating earnings (income before interest expense and income taxes) rose to $186.4 million, up from $179.9 million in the same period of 1995. Cooper's earnings per share were affected by the Cooper Cameron Exchange Offer completed mid-year 1995, which reduced the company's outstanding shares by 9.5 million. During the second quarter, Cooper continued to sell some of its marketable securities, the gain from which was mostly offset by nonrecurring expenses. For the first six months ended June 30, 1996, Cooper's revenues rose 13% to $2.7 billion, up from $2.4 billion in the same period of 1995. Operating earnings increased to $329.7 million, compared with $312.4 million in the same period last year. Fully diluted share earnings from continuing operations increased 16% to $1.33, compared with $1.15 during the first half of 1995. "Overall, we had a very solid second quarter," said H. John Riley, Jr., Chairman, President and Chief Executive Officer. "Our operations performed well despite some significant challenges, including a month-long strike at one of our major automotive facilities, the implementation of a new distribution system at our hand tools business and some weakening in the European economy," Riley added. - more - 2 Cooper Industries, Inc. Page 2 Revenues for the ELECTRICAL PRODUCTS segment were up significantly during the quarter. The CEAG electrical products operation in Germany, acquired late last year, was a major contributor to the sales increase. North American sales of hazardous-duty electrical construction materials, electrical fuses, lighting fixtures, transformers and distribution switchgear were also up during the period. TOOLS & HARDWARE revenues were down slightly. Growth in sales of assembly systems for the automotive industry was offset by slowing demand for hand tools and window treatments in Europe. In addition, distribution delays in the domestic hand tools business resulted in a somewhat higher-than-anticipated backlog level at the end of the quarter. The AUTOMOTIVE PRODUCTS segment recorded another quarter of healthy revenue gains. The improvement reflected increased sales to automotive original equipment manufacturers worldwide. In addition, sales of domestic aftermarket components improved across most product lines. Recent acquisitions also contributed to the revenues increase. "We are pleased with our revenues and earnings performance through the first six months of the year. Our efforts to build on the company's strong foundation are beginning to pay off. We're attracting new customers, penetrating new markets and, when appropriate, making complementary acquisitions," Riley said. "Just as important are the actions we're taking to improve the company's financial flexibility. During the second quarter, we continued to sell our Belden securities, and a shelf registration was filed to facilitate a sale of our Cooper Cameron shares. These and other actions to reduce working capital will generate cash for debt reduction, additional complementary acquisitions and investments in productivity improvements. "While we have some concerns about the domestic economy and lackluster growth in Europe, we expect to see solid double-digit earnings per share growth in 1996," Riley concluded. Comparisons of 1996 and 1995 second-quarter and first-half results appear on the following pages. _______ Cooper Industries, with 1995 revenues of $4.9 billion, is a diversified, worldwide manufacturer of electrical products, tools and hardware, and automotive products. - more - 3 Cooper Industries, Inc. Page 3 CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended June 30, ----------------------------- 1996 1995 -------- --------- (millions except shares) Revenues: Electrical Products $ 611.3 $ 535.5 Tools & Hardware 245.1 248.0 Automotive Products 506.2 476.0 Other 17.5 8.6 -------- -------- 1,380.1 1,268.1 -------- -------- Costs and Expenses: Cost of sales 907.3 834.7 Depreciation and amortization 58.9 54.6 Selling and administrative 227.5 198.9 -------- -------- 1,193.7 1,088.2 -------- -------- Operating Earnings 186.4 179.9 Interest Expense 36.8 39.5 Income Taxes 61.3 57.6 -------- -------- Income from Continuing Operations 88.3 82.8 Charge for Discontinued Operations -- (186.6) -------- --------- Net Income (Loss) $ 88.3 $ (103.8) ======== ========= Income (Loss) Per Common Share: Primary - Continuing Operations $ .82 $ .71 Net Income (Loss) $ .82 $ (.89) Fully Diluted (1) - Continuing Operations $ .77 $ .68 Net Income (Loss) $ .77 $ (.89) Shares Utilized in Computation of Income (Loss) Per Common Share: Primary 107,669,000 116,496,000 Fully Diluted 124,418,000 133,256,000
(1) The calculations assume conversion of the 7.05% Convertible Subordinated Debentures to Common stock. As a result, interest on the debentures ($7.3 million, net of tax) was added back to net income in the computation of fully diluted earnings per share. - more - 4 Cooper Industries, Inc. Page 4 CONSOLIDATED RESULTS OF OPERATIONS
Six Months Ended June 30, ----------------------------- 1996 1995 -------- --------- (millions except shares) Revenues: Electrical Products $ 1,185.8 $ 1,016.1 Tools & Hardware 481.4 472.0 Automotive Products 994.6 891.6 Other 32.4 11.6 --------- ------- 2,694.2 2,391.3 --------- -------- Costs and Expenses: Cost of sales 1,783.1 1,583.0 Depreciation and amortization 118.0 106.1 Selling and administrative 463.4 389.8 --------- -------- 2,364.5 2,078.9 --------- -------- Operating Earnings 329.7 312.4 Interest Expense 74.4 77.8 Income Taxes 104.9 96.5 --------- -------- Income from Continuing Operations 150.4 138.1 Charge for Discontinued Operations -- (186.6) --------- --------- Net Income (Loss) $ 150.4 $ (48.5) ======== ======= Income (Loss) Per Common Share: Primary - Continuing Operations $ 1.40 $ 1.19 Net Income (Loss) $ 1.40 $ (.42) Fully Diluted (1) - Continuing Operations $ 1.33 $ 1.15 Net Income (Loss) $ 1.33 $ (.42) Shares Utilized in Computation of Income (Loss) Per Common Share: Primary 107,475,000 116,434,000 Fully Diluted 124,355,000 133,192,000
(1) The calculations assume conversion of the 7.05% Convertible Subordinated Debentures to Common stock. As a result, interest on the debentures ($14.6 million, net of tax) was added back to net income in the computation of fully diluted earnings per share. # # # -----END PRIVACY-ENHANCED MESSAGE-----