SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
COOPER INDUSTRIES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DANAHER CORPORATION
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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The following press release was filed by Danaher Corporation on August 8, 2001:
DANAHER CORPORATION
2099 PENNSYLVANIA, N.W.
12TH FLOOR
WASHINGTON, D.C. 20006
TELEPHONE (202) 828-0850 FAX (202) 828-0860
FOR IMMEDIATE RELEASE CONTACTS:
PATRICK ALLENDER
CHIEF FINANCIAL OFFICER
(202) 828-0850
GEORGE SARD/ANNA CORDASCO/
DAN GAGNIER
CITIGATE SARD VERBINNEN
(212) 687-8080
DANAHER RESPONSE TO COOPER ANNOUNCEMENT
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Washington, D.C., August 8, 2001 - Danaher Corporation (NYSE: DHR)
said today it is disappointed that the Board of Directors of Cooper Industries,
Inc. (NYSE: CBE) has rejected Danaher's premium merger proposal, which is valued
at $55.21 to $59.29 based on yesterday's closing price, or 33% to 43% above
Cooper's unaffected market price on July 31, 2001, the day before Danaher
announced its proposal.
H. Lawrence Culp, Jr., President and Chief Executive Officer, said,
"We are disappointed that Cooper has rejected our premium proposal but
encouraged that it has led Cooper to postpone the Bermuda reincorporation plan
and to commit to exploring all alternatives to maximize shareholder value.
Danaher is committed to our July 25th proposal. We remain hopeful that we will
achieve a negotiated transaction with the Cooper Board, but we are preserving
all of our options."
On July 25, 2001, Danaher made a proposal to Cooper for a merger
through a 75%-stock and 25%-cash transaction in which each Cooper share would be
converted into $14.50 in cash and 0.7650 Danaher shares at the high end of the
proposed range, or $13.50 in cash and 0.7123 Danaher shares at the low end of
the proposed range.
Danaher Corporation is a leading manufacturer of Process/
Environmental Controls and Tools and Components. (http://www.danaher.com).
Forward Looking Statements: The above press release contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. In some cases, you can
identify these so-called "forward-looking statements" by words such as "would,"
"will," "expects," "plans," "believes" or words of similar tenor. These
forward-looking statements are based on management's good faith expectations and
beliefs concerning future developments, but you are cautioned that actual events
or results may differ materially from the expectations expressed in such
forward-looking statements as a result of various factors, including risks and
uncertainties, many of which are beyond the control of Danaher. Factors that
could cause actual results to differ materially include the following: (1) the
businesses of Danaher and Cooper may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; (2)
expected combination benefits from the transaction may not be fully realized or
may not be realized within the expected time frame; (3) Cooper may not be able
to meet Danaher's expectations and revenues following the transaction may be
lower than expected; (4) operating costs and business disruption, including
difficulties in maintaining relationships with employees, customers or
suppliers, may be greater than expected following the transaction; (5) the
regulatory approvals required for the transaction may not be obtained on the
proposed terms or on the anticipated schedule; and (6) other risks described
from time to time in Danaher's periodic reports filed with the Securities and
Exchange Commission. Danaher disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the foregoing.
Additional Information: On August 3, 2001, Danaher filed a preliminary
proxy statement (the "Preliminary Proxy Statement") with the SEC for
solicitation of proxies from the shareholders of Cooper in connection with
Cooper's special meeting which is scheduled to take place on August 30, 2001. In
addition, Danaher may file a proxy statement/prospectus and other documents
concerning a transaction at a date or dates subsequent hereto. Investors and
security holders are urged to read the Preliminary Proxy Statement any other
documents filed by Danaher with the SEC, if and when they become available. The
Preliminary Proxy Statement contains, and any additional documents filed with
the SEC by Danaher, would contain, important information. Investors and security
holders can obtain a free copy of such documents, if and when they become
available, at the SEC's internet site (http://www.sec.gov) or directly from
Danaher by making a request to: Danaher Corporation, 2099 Pennsylvania Avenue,
NW, 12th floor, Washington, D.C. 20006-1813, Attention: Corporate Secretary.
Danaher, its executive officers and directors and certain other Danaher advisors
may be deemed to be "participants" in Danaher's solicitation of proxies from
Cooper's shareholders. A detailed list of the names, affiliations and interests
of the participants in the solicitation is contained in Danaher's Preliminary
Proxy Statement.
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