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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On August 1, 2001, H. Lawrence Culp, Jr., President and Chief Executive
Officer of Danaher Corporation ("Danaher"), sent the following letter to Danaher
associates:
Dear Danaher Associates,
Today Danaher announced that we have made a proposal to merge with Cooper
Industries, Inc. This is an important, exciting, and positive opportunity for
Danaher for reasons I'll describe below.
You'll find a copy of the press release we issued this morning on mydanaher.com.
This release outlines the key elements of our proposal, which should answer
basic questions you may have or that you may get from customers or friends. We
will continue to update you using mydanaher.com as the situation develops.
Highlights of today's announcement are as follows:
o We have delivered a letter to Cooper proposing a merger with Cooper for a
combination of stock and cash. Following this merger Cooper would be a
wholly-owned subsidiary of Danaher Corporation. This would create a global
enterprise with combined revenues in excess of $8 billion, a strong
investment-grade credit rating, and a portfolio of leading brands and
products.
o Our offer is an alternative to a plan that Cooper management has proposed to
their shareholders, which involves a reincorporation of their company in
Bermuda to reduce taxes. We are confident that our offer is far superior -
providing benefits to both Danaher and Cooper shareholders (Cooper
shareholders would wind up owning about 30% of the company after the merger),
as well as associates and customers.
We are hopeful that the Cooper Board of Directors will recognize the merits of
our proposal and agree to work with us on a plan to quickly implement it. If so,
the proposed transaction would probably occur later this year, with an
immediate, positive effect on earnings.
We believe this transaction is extremely compelling for all Danaher stakeholders
for a variety of reasons:
o First, Cooper would bring a strong set of products and brands to Danaher.
Cooper holds a leadership position in virtually all of its major markets with
exceptionally strong brands. As many of you know, I am a strong believer in
the power of top-tier industrial brands.
o Second, Cooper's and Danaher's businesses are highly complementary. For
example, the combination of Cooper's power distribution grid products with
our Power Quality & Reliability businesses would create a top-tier player in
distributed power solutions with over $1 billion in revenues - and elevate
Power Quality & Reliability from a "platform in waiting" to our fifth
strategic business platform. Cooper would also provide additional scale in
electronic, electric, and industrial distribution that would benefit our
businesses that serve these channels.
o Third, the acquisition is very financially attractive. While providing an
attractive premium to Cooper shareholders the transaction would also
immediately enhance Danaher's earnings per share. And of course, the combined
company would retain a strong investment-grade credit rating (which we
believe is critically important in maintaining financial flexibility).
o Finally, the merger would position the combined company for continued success
and would reinforce the growth strategy and long-term vision I have
previously articulated. While this would certainly involve our usual quality,
delivery, and value improvements through DBS implementation, it would also
enhance our ability to invest in internal and acquisition-driven growth.
In short, the merger would position Danaher well for continued success - and
would provide substantial additional growth opportunities for our many talented
associates.
It is important, however, that all associates keep several things in mind as
this situation unfolds:
o First, we are not committed to pursuing our proposal at any cost. While we
are very excited about the benefits of a merger, we also believe Danaher has
excellent prospects on its own, and are unwilling to act against the will of
Cooper shareholders or to jeopardize the financial health of our fine
company.
o Second, what permits us to make a proposal like this is the strength of our
company in this challenging economy relative to many of our competitors and
peers. There will be many distractions as this situation unfolds, from stock
price volatility to speculations from competitors in the marketplace. You,
Danaher's talented associates, are the power behind our strength and I ask
that you put these distractions to the side and stay focused on our strategic
priorities and on delivering our usual top-notch results.
o And finally, our communication is bound by certain legal restrictions. I will
provide as much information as possible via mydanaher.com, but I also ask
that you recognize and accept these limitations.
I look forward to continuing to update you on this exciting situation.
Sincerely,
Larry
FORWARD-LOOKING STATEMENTS
This presentation 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 "may," "will," "expects," "plans," "believes,"
"estimates," "predicts," "potential," 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 Corporation
("Danaher"). Factors that could cause actual results to differ materially
include, but are not limited to: (1) the businesses of Danaher and Cooper
Industries, Inc. ("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
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; (6) the effects of legislative and regulatory changes
(particularly environmental regulations) which could affect demand for products
in the Process/Environmental Controls segment; (7) unanticipated developments
that could occur with respect to contingencies such as environmental matters and
litigation; (8) technological changes; (9) changes in labor or capital costs;
(10) Danaher's ability to attract and retain qualified employees; (11) future
acquisitions, strategic partnerships and divestitures; (12) general business and
economic conditions; and (13) other risks described from time to time in
Danaher's periodic reports filed with the Securities and Exchange Commission
(the "SEC"). Danaher disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the foregoing.
ADDITIONAL INFORMATION
DEPENDING ON FUTURE DEVELOPMENTS, DANAHER MAY FILE WITH THE SEC (1) A PROXY
STATEMENT 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, AND/OR (2) 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 ANY SUCH DOCUMENTS IF AND WHEN THEY BECOME
AVAILABLE. ANY SUCH DOCUMENTS WOULD CONTAIN IMPORTANT INFORMATION. INVESTORS AND
SECURITY HOLDERS WOULD BE ABLE TO 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 AND CERTAIN OTHER PERSONS REFERRED TO BELOW MAY BE DEEMED TO BE
PARTICIPANTS IN THE SOLICITATION OF PROXIES. THE PARTICIPANTS IN ANY SUCH
SOLICITATION MAY INCLUDE CERTAIN DIRECTORS AND EXECUTIVE OFFICERS OF DANAHER.
A DETAILED LIST OF THE NAMES OF DANAHER'S DIRECTORS AND OFFICERS IS CONTAINED
IN DANAHER'S PROXY STATEMENT FOR ITS 2001 ANNUAL MEETING, FILED WITH THE SEC ON
APRIL 3, 2001, WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE SEC'S INTERNET SITE
(http://www.sec.gov) OR BY DIRECTING A REQUEST TO DANAHER AT THE ADDRESS
PROVIDED ABOVE. AS OF THE DATE OF THIS COMMUNICATION, DANAHER DOES NOT OWN ANY
SHARES OF COOPER COMMON STOCK, AND, TO DANAHER'S KNOWLEDGE, NONE OF THE
OFFICERS OR DIRECTORS OF DANAHER WHO WOULD BE EXPECTED TO PARTICIPATE IN ANY
SUCH SOLICITATION OF PROXIES OWNS ANY SHARES OF COOPER COMMON STOCK. EXCEPT AS
DISCLOSED ABOVE AND IN DANAHER'S PROXY STATEMENT FOR ITS 2001 ANNUAL MEETING,
TO THE KNOWLEDGE OF DANAHER, NONE OF THE DIRECTORS OR EXECUTIVE OFFICERS OF
DANAHER WHO WOULD BE EXPECTED TO PARTICIPATE IN ANY SUCH SOLICITATION OF PROXIES
HAS ANY MATERIAL INTEREST, DIRECT OR INDIRECT, BY SECURITY HOLDINGS OR
OTHERWISE, IN DANAHER OR COOPER.