ITEM 1. BUSINESS; ITEM 2.
ITEM 3. LEGAL PROCEEDINGS
The Company and certain of its current officers and directors are named in four alleged class action lawsuits brought in federal court in Houston on behalf of persons who purchased Cooper stock during the period from February 1, 1993 through January 25, 1994. The complaints appear to allege 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 ultimate liability, if any, which may result from these lawsuits cannot be determined at this time.
As previously reported, on December 8, 1988, the U.S. Environmental Protection Agency ("EPA"), Region VI, issued an Administrative Order to Cooper Industries, Inc., Flow Control Division concerning alleged federal Clean Water Act violations. The allegations concerned wastewater discharges from the Company's Missouri City, Texas plant to the local sewer system. The EPA sought a civil penalty and the submission of a compliance schedule from the Company. The Company previously submitted a compliance schedule and negotiated a consent decree with the EPA under which the Company agreed to pay a civil penalty of $139,000. The executed consent
decree was filed with the court in May 1993 and became effective July 23, 1993. On July 30, 1993 Cooper paid the agreed civil penalty of $139,000. On October 4, 1993, the court issued an order of dismissal for this matter.
During November 1992, the Cooper-Bessemer Rotating operation of the Company received a letter from the Ohio Attorney General's office alleging violations of the Ohio Right To Know, Toxic Release Inventory reporting requirements. The allegations arise out of an Ohio EPA audit of the facility on April 30, 1992. The State initially proposed a penalty of $212,240. After negotiations between the Company and the State, the State reduced its proposed penalty to $139,457. In February 1994, the Company requested that the State not proceed with this matter until the EPA issues its decision in a rule-making proceeding currently under review addressing similar federal regulatory issues. The State has indicated that it is interested in renewing settlement negotiations.
In March 1993, the Wisconsin Department of Natural Resources (DNR) alleged violations by the Company's Pewaukee, Wisconsin plant of air pollution control regulations concerning organic compound emissions from two coating lines and a rotary tumble coater. In August 1993, the Company proposed a settlement agreement to the DNR under which the Company would test changes in processes and coating materials to lower the amount of emissions. If process and materials changes were found to be insufficient, the Company would assure compliance by other means. The DNR forwarded the matter to the Wisconsin Department of Justice (DOJ). In March 1994, the DOJ orally advised the Company that the State will seek a civil penalty of approximately $150,000 in addition to a compliance schedule such as the one that the Company proposed and penalties during the implementation of the compliance schedule. Negotiations are continuing with the DOJ.
The Company is also 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
As of March 8, 1994, there were 36,124 record holders of Cooper's Common Stock and 2,121 record holders of Cooper's $1.60 Convertible Exchangeable Preferred Stock, which is convertible into Cooper Common Stock. Information regarding dividends, trading markets and market prices for Cooper's Stock is incorporated herein by reference to page 24 of Cooper's 1993 Annual Report to Shareholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference to pages 36 and 37, Notes 1 through 4, 9 and 13 of Notes to Consolidated Financial Statements on pages 43 through 46, 50 through 51 and 56 through 57, and Earnings Outlook on pages 34 through 35 of Cooper's 1993 Annual Report to Shareholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to pages 10 through 21 and 25 through 35 of Cooper's 1993 Annual Report to Shareholders, excluding the last sentence of the first paragraph on page 25.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to pages 38 through 62 of Cooper's 1993 Annual Report to 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 and 9 of the Cooper Proxy Statement for the 1994 Annual Meeting of Shareholders.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to pages 10 through 16 of the Cooper Proxy Statement for the 1994 Annual Meeting of Shareholders.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to pages 2 and 8 of the Cooper Proxy Statement for the 1994 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 Cooper's 1993 Annual Report to Shareholders).
With the exception of the financial statements, financial data and other information listed above or incorporated under Items 1, 5, 6, 7 and 8 of this Form 10-K, the 1993 Annual Report to Shareholders is not deemed filed as part of this report. The financial statement schedules listed below should be read in conjunction with the financial statements listed above. Financial statement schedules not included in this Form 10-K Annual Report have been omitted because they are not applicable or the required information is shown in the financial statements or notes hereto. Financial information with respect to subsidiaries not consolidated and 50% 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 (located on the following pages of this Report). Each Schedule is for each of the three years in the period ended December 31, 1993.
3. Exhibits
3.1 Twenty-Fifth Amended Articles of Incorporation of Cooper Industries, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended December 31, 1992).
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 Rights Agreement, dated as of February 17, 1987, between Cooper Industries, Inc. and First Chicago Trust Company of New York as Rights Agent, an amendment thereto dated August 14, 1989 (incorporated herein by reference to Exhibit 4.4 to Registration Statement No. 33-31941), and an amendment thereto dated November 6, 1990 (incorporated herein by reference to Exhibit 4.4 to Registration Statement No. 33-38808).
4.2 Rights Agreement, dated as of November 20, 1989, between Cooper Industries, Inc. and First Chicago Trust Company of New York as Rights Agent (incorporated herein by reference to Exhibit A to Registration Statement on Form 8-A filed on November 21, 1989), and an amendment thereto dated November 6, 1990 (incorporated herein by reference to Exhibit 4.5 to Registration Statement No. 33-38808).
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).
13.0 Text of Cooper Industries, Inc. 1993 Annual Report to Shareholders incorporated herein by reference.
21.0 List of Cooper Industries, Inc. Subsidiaries.
23.0 Consent of Ernst & Young.
24.0 Powers of Attorney from members of the Board of Directors of Cooper Industries, Inc.
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. No reports on Form 8-K were filed during the last quarter of 1993.
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 30, 1994 By /s/ROBERT CIZIK --------------------------------- (Robert Cizik, Chairman 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.
1993 Annual Report on Form 10-K
Cross Reference Sheet
COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1993 (millions)
(1) Other (transfers to inventory, reclassifications between categories, etc.). (2) Effect of translation in accordance with SFAS No. 52. (3) Assets obtained in business acquisitions and the fair market value adjustments and related activity associated with those assets. (4) Assets reclassified to Net Assets of Businesses Held for Disposition and assets disposed of in business divestitures. (5) Reduction in carrying value of assets related to transformer product line.
S-1 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1992 (millions)
(1) Other (transfers to inventory, reclassifications between categories, etc.). (2) Effect of translation in accordance with SFAS No. 52. (3) Assets obtained in business acquisitions and the fair market value adjustments and related activity associated with those assets. (4) Effect of adoption of FAS 109.
S-2
COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1991 (millions)
(1) Other (transfers to inventory, reclassifications between categories, etc.). (2) Effect of translation in accordance with SFAS No. 52. (3) Assets obtained in business acquisitions and fair market value adjustments and related activity associated with those assets. (4) Correction of prior year error in translation.
S-3 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1993 (millions)
(1) Includes change in accumulated depreciation related to "other" asset activity. (2) Effect of translation in accordance with SFAS No. 52. (3) Assets reclassified to Net Assets of Businesses Held for Disposition and assets disposed of in business dispositions.
S-4 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1992 (millions)
(1) Includes change in accumulated depreciation related to "other" asset activity. (2) Effect of translation in accordance with SFAS No. 52. (3) Effect of adoption of FAS 109.
S-5 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 1991 (millions)
(1) Includes change in accumulated depreciation related to "other" asset activity. (2) Effect of translation in accordance with SFAS No. 52. (3) Correction of prior year error in translation.
S-6 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 1993
(1) Computed as the sum of the daily aggregate amounts borrowed divided by 365 days.
(2) Computed by dividing interest expense for the year for each "category of borrowing" by the amount computed in Column E.
(3) At December 31, 1993, $573.7 million of commercial paper and $247.0 million of borrowings payable to banks were reclassified to long-term debt reflecting the Company's intention to refinance these amounts during the twelve-month period following the balance sheet date through either continued short-term borrowings or utilization of available credit facilities.
(4) Includes applicable fees.
(5) Weighted average interest rates in the table do not include incremental borrowing costs associated with interest rate swaps. During the period, an average of $547.1 million of borrowings were covered under interest rate swaps that converted floating- rate borrowings into fixed-rate borrowings at an interest rate approximately 0.5 percentage points higher than the floating rate. At year end, $500 million of borrowings were covered under interest rate swaps expiring early in 1994 at rates higher than the floating rate by approximately 0.3 percentage points.
S-7 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 1992
(1) Computed as the sum of the daily aggregate amounts borrowed divided by 366 days.
(2) Computed by dividing interest expense for the year for each "category of borrowing" by the amount computed in Column E.
(3) At December 31, 1992, $1,080.0 million of commercial paper and $120.0 million of borrowings payable to banks were reclassified to long-term debt reflecting the Company's intention to refinance these amounts during the twelve-month period following the balance sheet date through either continued short-term borrowings or utilization of available credit facilities.
(4) Includes applicable fees.
(5) Weighted average interest rates in the table do not include incremental borrowing costs associated with interest rate swaps. During the period, an average of $669.9 million of borrowings were covered under interest rate swaps that converted floating- rate borrowings into fixed-rate borrowings at an interest rate approximately 0.8 percentage points higher than the floating rate. At year end, $755 million of borrowings were covered under interest rate swaps expiring early in 1993 at rates higher than the floating rate by approximately 1.1 percentage points.
S-8 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 1991
(1) Computed as the sum of the daily aggregate amounts borrowed divided by 365 days.
(2) Computed by dividing interest expense for the year for each "category of borrowing" by the amount computed in Column E.
(3) At December 31, 1991, $758.9 million of borrowings payable to banks were reclassified to long-term debt reflecting the Company's intention to refinance these amounts during the twelve-month period following the balance sheet date through either continued short-term borrowings or utilization of available credit facilities.
(4) Includes applicable fees.
S-9 COOPER INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE THREE YEARS ENDED DECEMBER 31, 1993
S-10