8-K

                                  UNITED STATES

                       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 23, 2002



                               ACTUANT CORPORATION
             (Exact name of Registrant as specified in its charter)


         Wisconsin                        1-11288               39-0168610
(State or other jurisdiction         (Commission File       (I.R.S. Employer
     of incorporation)                    Number)          Identification No.)




                              6100 North Baker Road
                               Milwaukee, WI 53209

           Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (414) 352-4160





               Item 5. Other Events and Regulation FD Disclosure.

On July 23, 2002, Actuant Corporation announced that it has signed a definitive
agreement to acquire Heinrich Kopp A.G. ("Kopp"). Approximately 80% of the
outstanding equity will be purchased initially for $17 million (including the
assumption of debt and acquired cash) and an option will be granted to acquire
the remaining outstanding equity for $3 million commencing in October 2003.
Kopp, based near Frankfurt, Germany, is a leading provider of electrical
products to the German do-it-yourself retail market.

A copy of the news release announcing the acquisition is filed as Exhibit 1 to
this Form 8-K current report.

                                     - 2 -





                                    SIGNATURE

     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.


                                ACTUANT CORPORATION
                                    (Registrant)


  Date: July 23, 2002           By:  /s/ Andrew G. Lampereur
                                     ------------------------------------------
                                     Andrew G. Lampereur

                                     Vice President and Chief Financial Officer
                                     (Duly authorized to sign on behalf of the
                                     Registrant)




                                     - 3 -

EX-99

                                                                       Exhibit 1







                          [ACTUANT LOGO APPEARS HERE]

FOR IMMEDIATE RELEASE                                       CONTACT:
                                                            ANDREW LAMPEREUR
                                                            VICE PRESIDENT & CFO
                                                            414.352.4160

                 ACTUANT ENTERS AGREEMENT TO ACQUIRE GERMAN DIY
                              ELECTRICAL BUSINESS

MILWAUKEE, WI, July 23, 2002 -- Actuant Corporation (NYSE:ATU) announced today
the signing of a definitive agreement to acquire Heinrich Kopp A.G. ("Kopp").
Kopp, based near Frankfurt, Germany, is a leading provider of electrical
products to the German do-it-yourself ("DIY") retail market.

Kopp has approximately 1,200 employees in its operations in Germany, Austria,
Czech Republic, Poland, Hungary, and Tunisia. Its product offering includes
switches, connectors, circuit breakers, staples, cable ties, plugs, sockets and
a variety of other electrical tools and supplies. Kopp's large customers include
Praktiker, Hagebau, OBI, Hornbach, and REWE-toom-Stinnes. In addition to the DIY
market, which represents approximately 70% of its total business, Kopp also
serves the wholesale electrical distribution and OEM markets. Although the
majority of its sales are in Germany, Kopp has a strong presence in Austria and
is expanding into developing eastern European markets.

The Kopp business will be integrated with Actuant's existing Gardner Bender
business, a leading provider of electrical tools and supplies to the United
States DIY market. This acquisition expands the Gardner Bender platform beyond
North America, and better positions it to serve global DIY customers. Mark
Goldstein, Gardner Bender President, commented, "We are very excited about the
acquisition of Kopp. It provides Gardner Bender with a European platform, and
supports our vision of being a global supplier in the electrical marketplace. In
many ways, Kopp and Gardner Bender are natural partners. Both enjoy leading
positions in their respective retail DIY markets, have strong category
management and distribution competencies, and offer quality electrical products
for both the DIY and professional markets. On a combined basis, we will serve
the majority of the world's largest DIY retailers."

Pending receipt of required regulatory and other approvals, the acquisition is
expected to close by Actuant's August 31 fiscal year-end. Kopp's trailing annual
sales and earnings before interest, taxes, depreciation and amortization
("EBITDA") are approximately $85 million and $5 million, respectively. In the
transaction, the Company will be acquiring approximately 80% of the outstanding
equity of Kopp for approximately $17 million (including the assumption of debt
and acquired cash), and will be granted an option to acquire the remaining
outstanding equity commencing in October 2003 for approximately $3 million. The
transaction will be funded by borrowings under existing credit agreements.

                                     (more)






2



Robert Arzbaecher, President and Chief Executive Officer of Actuant, commented,
"We look forward to combining the Gardner Bender and Kopp organizations under
the Actuant umbrella. In addition to leveraging the sourcing and manufacturing
of common products such as testers, meters, cable ties and staples, we see
opportunities to strengthen each other's product offerings. From an economic
standpoint, the deal is attractive for Actuant shareholders and is expected to
be modestly EPS accretive in fiscal 2003. We believe we can expand Kopp's
operating margins over the next few years by implementing our World Class
Performance program, utilizing such tools as global sourcing, Kaizen, SKU
reduction and lean manufacturing."

Actuant will be hosting a conference call on Wednesday, July 24 at 4:00 PM CDT
to discuss the Kopp acquisition. Interested investors may participate by dialing
Genesys Conferencing at 952-556-2867. A taped replay of the call will also be
available by dialing 703-326-3020 and using the access code 6116865. The replay
will be available through July 31, 2002.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified industrial
company with operations in 15 countries. The Actuant businesses are market
leaders in highly engineered position and motion control systems and branded
hydraulic and electrical tools. Products are offered under such established
brand names as Enerpac, Gardner Bender, Milwaukee Cylinder, Nielsen Sessions,
Power-Packer, and Power Gear.

For further information on Actuant and its business units, visit the Company's
website at www.actuant.com. For further information on Kopp, visit the Company's
website at www.kopp-ag.de.

                                     (end)